Common use of Apportionment and Application Clause in Contracts

Apportionment and Application. (i) So long as no Application Event has occurred and is continuing, all principal and interest payments received by Agent 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 all payments of fees and expenses received by Agent (other than fees or expenses that are for Agent’s separate account) shall be apportioned ratably among the Lenders having a Pro Rata Share of the Term Loan Commitment or Obligation to which a particular fee or expense relates. All payments to be made hereunder by Borrowers shall be remitted to Agent and all (subject to Section 2.3(b)(iv) and Section 2.3(e)) such payments, and all proceeds of Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the Term Loan outstanding and, after all Obligations have been paid in full, to Borrowers or such other Person entitled thereto under Applicable Law. (ii) At any time that an Application Event has occurred and is continuing, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows: (A) first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to Agent under the Loan Documents, until paid in full; (B) second, to pay any fees or premiums then due to Agent under the Loan Documents until paid in full; (C) third, ratably, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to any of the Lenders under the Loan Documents, until paid in full; (D) fourth, ratably, to pay any fees or premiums then due to any of the Lenders under the Loan Documents until paid in full; (E) fifth, ratably, to pay interest accrued in respect of the Term Loan until paid in full; (F) sixth, ratably (i) to pay the outstanding principal balance of the Term Loan until the Term Loan is paid in full and (ii) ratably, to the Hedge Providers based upon amounts then certified by the applicable Hedge Provider to Agent (in form and substance reasonably satisfactory to Agent) to be due and payable to such Hedge Providers on account of Hedge Obligations; (G) seventh, ratably to pay any other Obligations; (H) eighth, to Borrowers or such other Person entitled thereto under Applicable Law. (iii) 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. (iv) In each instance, so long as no Application Event has occurred and is continuing, Section 2.3(b)(i) shall not apply to any payment made by any Borrower to Agent and specified by such Borrower to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement or any other Loan Document. (v) For purposes of Section 2.3(b)(ii), “paid in full” of a type of Obligation means payment in cash or immediately available funds of all amounts owing on account of such type of Obligation, including interest accrued after the commencement of any Insolvency Proceeding, default interest, interest on interest, and expense reimbursements, irrespective of whether any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (vi) In the event of a direct conflict between the priority provisions of this Section 2.3 and any other provision contained in this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other.

Apportionment and Application. (i) So long Except as no Application Event has occurred otherwise provided with respect to Defaulting Lenders and is continuingexcept as otherwise provided in the Loan Documents (including agreements between Agent and individual Lenders), all aggregate principal and interest payments received by Agent 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 all payments of fees and expenses received by Agent (other than fees or expenses that are for Agent’s 's separate account, after giving effect to any agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders having a Pro Rata Share of the Term Loan type of Commitment or Obligation to which a particular fee or expense relates. All payments to be made hereunder by Borrowers shall be remitted to Agent and all (subject to Section 2.3(b)(iv) and Section 2.3(e)) such payments, and all proceeds of Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the Term Loan outstanding and, after all Obligations have been paid in full, to Borrowers or such other Person entitled thereto under Applicable Law. (ii) At any time that an Application Event has occurred and is continuing, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows: (A) first, ratably to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to Agent under the Loan Documents, until paid in full; (B) second, to pay any fees or premiums then due to Agent and Lenders under the Loan Documents until paid in full;, (CB) thirdsecond, ratably, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to any of the Lenders under the Loan Documents, until paid in full; (D) fourth, ratably, ratably to pay any 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 until paid in full;, (C) third, to pay interest due in respect of all Agent Advances until paid in full, (D) fourth, ratably to pay interest due in respect of the Advances (other than Agent Advances) and the Swing Loans until paid in full, (E) fifth, ratably, to pay interest accrued in respect the principal of the Term Loan all Agent Advances until paid in full;, (F) sixth, to pay the principal of all Swing Loans until paid in full, (G) seventh so long as no Event of Default has occurred and is continuing, to pay the principal of all Advances until paid in full, (H) eighth, if an Event of Default has occurred and is continuing, ratably (i) to pay the outstanding principal balance of the Term Loan all Advances until the Term Loan is paid in full full, and (ii) ratablyto Agent, to be held by Agent, for the Hedge Providers based upon amounts then certified by ratable benefit of Issuing Lender and those Lenders having a Revolver Commitment, as cash collateral in an amount up to 105% of the applicable Hedge Provider to Agent (Letter of Credit Usage until paid in form and substance reasonably satisfactory to Agent) to be due and payable to such Hedge Providers on account of Hedge Obligations;full, (GI) seventhninth, ratably if an Event of Default has occurred and is continuing, to pay any other Obligations;Obligations until paid in full, and (HJ) eighthtenth, to Borrowers Borrower (to be wired to the Designated Account) or such other Person entitled thereto under Applicable Lawapplicable law. (iiiii) 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). (iviii) In each instance, so long as no Application Event of Default has occurred and is continuing, this Section 2.3(b)(i2.4(b) shall not apply to any payment made by any Borrower to Agent and specified by such 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 other Loan DocumentLender 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. (viv) For purposes of Section 2.3(b)(ii)the foregoing, “"paid in full” of a type of Obligation " means payment in cash or immediately available funds of all amounts owing on account of such type of Obligationunder 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, irrespective of whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (viv) In the event of a direct conflict between the priority provisions of this Section 2.3 2.4 and any other provision provisions contained in this Agreement or 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) So long Except as no Application Event has occurred otherwise provided with respect to Defaulting Lenders and is continuingexcept as otherwise provided in the Loan Documents, all aggregate principal and interest payments received by Agent 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 all payments of fees and expenses received by Agent (other than fees or expenses that are for an Agent’s separate account, after giving effect to any agreements between an Agent and individual Lenders) shall be apportioned ratably among the Lenders having a Pro Rata Share of the Term Loan type of Commitment or Obligation to which a particular fee or expense relates. All payments to be made hereunder by Borrowers shall be remitted to Agent and Except as otherwise specifically provided in paragraph (b)(iv) below or Section 2.4(c) or (d), all (subject to Section 2.3(b)(iv) and Section 2.3(e)) such paymentsCollections, and all proceeds of Accounts or other Collateral received owned by Agent, shall be applied, so long as no Application Event has occurred any US Loan Party and is continuing, to reduce the balance of the Term payments by any US Loan outstanding and, after all Obligations have been paid in full, to Borrowers or such other Person entitled thereto under Applicable Law. (ii) At any time that an Application Event has occurred and is continuing, all payments remitted to Agent and all proceeds of Collateral received by Agent Party shall be applied as follows:in the order of payment set forth in subsection (A) below and all Collections, proceeds of Accounts or other Collateral owned by any Foreign Borrower or Foreign Guarantor and payments by any Foreign Borrower or Foreign Guarantor shall be applied in the order of payment set forth in subsection (B) below. (A) Except as set forth above and subject to the terms of the Intercreditor Agreement, all Collections, proceeds of Accounts or other Collateral owned by any US Loan Party and payments by any US Loan Party shall be applied in the following order of payment: (1) first, ratably to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities payable by the US Loan Parties then due to Administrative Agent under the Loan Documents, until paid in full; (B) second, to pay any fees or premiums then due to Collateral Agent under the Loan Documents until paid in full; (C) third, ratably, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to any of the Lenders under the Loan Documents, until paid in full;, (D2) fourthsecond, ratably, ratably to pay any fees or premiums payable by US Loan Parties then due to Administrative Agent or Collateral Agent (for their separate account, after giving effect to any agreements between Administrative Agent or Collateral Agent and individual Lenders) or any of the Lenders under the Loan Documents until paid in full;, (E3) fifth, ratablythird, to pay interest accrued due in respect of all US Protective Advances until paid in full, (4) fourth, ratably to pay interest due in respect of the US Advances (other than US Protective Advances), the US Swing Loans, and the Term Loan A until paid in full;, (F5) fifth, to pay the principal of all US Protective Advances until paid in full, (6) sixth, 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, (7) seventh, to pay the principal of all US Swing Loans until paid in full, (8) eighth, so long as no Event of Default has occurred and is continuing, and at Administrative Agent’s election (which election Administrative Agent agrees will not be made if an Overadvance would be created thereby), to pay amounts then due and owing by US Loan Parties in respect of Bank Products, until paid in full, (9) ninth, so long as no Event of Default has occurred and is continuing, to pay the principal of all US Advances until paid in full; provided, that payments shall be applied first to US Advances that are Base Rate Loans until paid in full and, second, to US Advances that are LIBOR Rate Loans until paid in full, (10) tenth, if an Event of Default has occurred and is continuing, ratably (i) to pay the principal of all US Advances until paid in full, (ii) to Collateral Agent, to be held by Collateral 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 US Letter of Credit Usage until collateralized in full, and (iii) to Collateral Agent, to be held by Collateral Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount of the Bank Product Reserve in respect of Bank Products provided to any US Loan Party established prior to the occurrence of, and not in contemplation of, the subject Event of Default until US Loan Parties’ obligations in respect of such Bank Products have been paid in full or the cash collateral amount has been exhausted, (11) eleventh, if an Event of Default has occurred and is continuing, to pay the outstanding principal balance of the Term Loan A (in the inverse order of the maturity of the installments due thereunder) until the Term Loan A is paid in full and (ii) ratably, to the Hedge Providers based upon amounts then certified by the applicable Hedge Provider to Agent (in form and substance reasonably satisfactory to Agent) to be due and payable to such Hedge Providers on account of Hedge Obligations;full, (G12) seventhtwelfth, ratably if an Event of Default has occurred and is continuing, to pay any other Obligations;US Obligations (including the provision of amounts to Collateral Agent, to be held by Collateral Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount determined by Collateral Agent in its Permitted Discretion as the amount necessary to secure US Loan Parties’ obligations in respect of Bank Products), (H13) eighththirteenth, to the payment of the Foreign Obligations in the order of payment set forth in subsection (B) below, until paid in full; and (14) fourteenth, to US Borrowers (to be wired to the applicable US Designated Account) or such other Person entitled thereto under Applicable Law. (B) Except as set forth above, all Collections, proceeds of Accounts or other Collateral owned by any Foreign Borrower or Foreign Guarantor and payments by any Foreign Borrower or Foreign Guarantor shall be applied in the following order of payment: (1) first, ratably to pay any Lender Group Expenses payable by the Foreign Borrowers and Foreign Guarantors then due to Canadian Administrative Agent, the European Administrative Agent or Collateral Agent or any of the Lenders under the Loan Documents, until paid in full, (2) second, ratably to pay any fees or premiums payable by the Foreign Borrowers and Foreign Guarantors then due to Administrative Agent (for its separate account) or any of the Lenders under the Loan Documents until paid in full, (3) third, to pay interest due in respect of all Protective Advances to Foreign Borrowers until paid in full, (4) fourth, ratably to pay interest due in respect of the Foreign Advances (other than Protective Advances to Foreign Borrowers), the European Swing Loans and the Canadian Swing Loans until paid in full, (5) fifth, to pay the principal of all Protective Advances to Foreign Borrowers until paid in full, (6) sixth, ratably to pay the principal of all European Swing Loans and Canadian Swing Loans until paid in full, (7) seventh, so long as no Event of Default has occurred and is continuing, and at Administrative Agent’s election (which election Administrative Agent agrees will not be made if an Overadvance would be created thereby), to pay amounts then due and owing by Foreign Borrowers or Foreign Guarantors in respect of Bank Products, until paid in full, (8) eighth, so long as no Event of Default has occurred and is continuing, ratably, to pay the principal of all Foreign Advances until paid in full; provided, that payments applied to Canadian Advances shall be applied first to Canadian Advances that are Base Rate Loans until paid in full and, second, to Canadian Advances that are LIBOR Rate Loans until paid in full, (9) ninth, if an Event of Default has occurred and is continuing, ratably (i) to pay the principal of all Foreign Advances until paid in full, and (ii) to Collateral Agent, to be held by Collateral Agent, for the ratable benefit of the Canadian Issuing Lender and those Lenders having a Canadian Revolver Commitment, as cash collateral in an amount up to 105% of the Canadian Letter of Credit Usage until collateralized in full, and (iii) to Collateral Agent, to be held by Collateral Agent, for the ratable benefit of the European Issuing Lender and those Lenders having a European Revolver Commitment, as cash collateral in an amount up to 105% of the European Letter of Credit Usage until collateralized in full, and (iv) to Collateral Agent, to be held by Collateral Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount of the Foreign Bank Product Reserve in respect of Bank Products provided to Foreign Loan Parties until Foreign Loan Parties’ and the Significant Subsidiaries’ obligations in respect of such Bank Products have been paid in full or the cash collateral amount has been exhausted, (10) tenth, if an Event of Default has occurred and is continuing, to pay any other Foreign Obligations (including the provision of amounts to Collateral Agent, to be held by Collateral Agent, for the benefit of the Bank Product Providers, as cash collateral in an amount up to the amount determined by Collateral Agent in its Permitted Discretion as the amount necessary to secure Foreign Loan Parties’ obligations in respect of Bank Products), and (11) eleventh, to Foreign Borrowers (to be wired to the applicable Canadian Designated Account or European Designated Account) or such other Person entitled thereto under Applicable Law; (ii) Notwithstanding the foregoing Section 2.4(b)(i)(B), so long as no Event of Default has occurred and is continuing, except as set forth above, all Collections, proceeds of Accounts or other Collateral owned by (i) Canadian Borrowers shall first be applied only to Foreign Obligations of Canadian Borrowers in accordance with Section 2.4(b)(i)(B) and (ii) European Borrowers shall first be applied only to Foreign Obligations of European Borrowers in accordance with Section 2.4(b)(i)(B). (iii) The applicable 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(e). (iv) In each instance, so long as no Application Event of Default has occurred and is continuing, the order of payment provisions of this Section 2.3(b)(i2.4(b) shall not apply to any payment made by any Borrower Loan Party to Administrative Agent, Canadian Administrative Agent or European Administrative Agent, as applicable, and specified by such Borrower Loan Party to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement or any other Loan DocumentAgreement. (v) For purposes of Section 2.3(b)(ii)the foregoing, “paid in full” of a type of Obligation means payment in cash or immediately available funds of all amounts owing on account of such type of Obligationunder 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, irrespective of whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (vi) In the event of a direct conflict between the priority provisions of this Section 2.3 2.4 and any other provision provisions contained in this Agreement or 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) So long Except as no Application Event has occurred otherwise provided with respect to Defaulting Lenders and is continuingexcept as otherwise provided in the Loan Documents (including agreements between Agent and individual Lenders), all aggregate principal and interest payments received by Agent 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 all payments of fees and expenses received by Agent (other than fees or expenses that are for Agent’s 's separate account, after giving effect to any agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders having a Pro Rata Share of the Term Loan type of Commitment or Obligation to which a particular fee or expense relates. All payments to be made hereunder by Borrowers shall be remitted to Agent and all (subject to Section 2.3(b)(iv) and Section 2.3(e)) such payments, and all proceeds of Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the Term Loan outstanding and, after all Obligations have been paid in full, to Borrowers or such other Person entitled thereto under Applicable Law. (ii) At any time that an Application Event has occurred and is continuing, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows: (A1) firstFIRST, ratably to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to Agent under the Loan Documents, until paid in full; (B) second, to pay any fees or premiums then due to Agent under the Loan Documents until paid in full; (C) third, ratably, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to any of the Lenders under the Loan Documents, until paid in full;, (D2) fourthSECOND, ratably, ratably to pay any fees or premiums then due to Agent (for its separate accounts, after giving effect to any agreements between Agent and individual Lenders) or any of the Lenders under the Loan Documents until paid in full;, (E3) fifth, ratablyTHIRD, to pay interest accrued due in respect of all Protective Advances until paid in full, (4) FOURTH, 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 Protective Advances) and the Term Loans until paid in full, (6) SIXTH, 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;, (F7) sixthSEVENTH, 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, (8) 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 to pay the principal of all Advances until paid in full (iin the event there are Overadvances and Overadvance Subline Advances outstanding, first to Overadvances until paid in full and then to Overadvance Subline Advances), and (y) then, 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 (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 (ii) ratably, then to the Hedge Providers based upon amounts then certified by the applicable Hedge Provider to Agent (in form and substance reasonably satisfactory to Agent) to be due and payable to such Hedge Providers on account of Hedge Obligations;Overadvance Subline Advances), (G9) seventhNINTH, ratably if an Event of Default has occurred and is continuing, to pay any other Obligations;, and (H10) eighthTENTH, to Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under Applicable Lawapplicable law." (iii) 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. (iv) In each instance, so long as no Application Event has occurred and is continuing, Section 2.3(b)(i) shall not apply to any payment made by any Borrower to Agent and specified by such Borrower to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement or any other Loan Document. (v) For purposes of Section 2.3(b)(ii2.17 SECTIONS 2.6(a), “paid in full” of a type of Obligation means payment in cash or immediately available funds of all amounts owing on account of such type of Obligation(b), including interest accrued after the commencement of any Insolvency Proceeding, default interest, interest on interest, (c) and expense reimbursements, irrespective of whether any (d) of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (vi) In the event of a direct conflict between the priority provisions of this Section 2.3 Credit Agreement are hereby amended and any other provision contained in this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be restated to read together and construed, to the fullest extent possible, to be in concert with each other.as follows:

Apportionment and Application. (i) So long Except as no Application Event has occurred otherwise provided with respect to Defaulting Lenders and is continuingexcept as otherwise provided in the Loan Documents (including agreements between Agent and individual Lenders), all aggregate principal and interest payments received by Agent 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 all payments of fees and expenses received by Agent (other than fees or expenses that are for Agent’s 's separate account, after giving effect to any agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders having a Pro Rata Share of the Term Loan type of Commitment or Obligation to which a particular fee or expense relates. All payments to be made hereunder by Borrowers shall be remitted to Agent and and, except as specifically provided in PARAGRAPH (B)(III) or SECTION 2.4(D) below, all (subject to Section 2.3(b)(iv) and Section 2.3(e)) such payments, and all proceeds of Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the Term Loan outstanding and, after all Obligations have been paid in full, to Borrowers or such other Person entitled thereto under Applicable Law. (ii) At any time that an Application Event has occurred and is continuing, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows: (A) firstFIRST, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities 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) THIRD, to pay any fees or premiums then due to Agent (for its separate accounts, after giving effect to any agreements between Agent and individual Lenders) under the Loan Documents until paid in full;, (CD) third, ratablyFOURTH, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities fees then due to any or all of the Lenders (after giving effect to any agreements between Agent and individual Lenders) under the Loan Documents, on a ratable basis, until paid in full;, (DE) fourth, ratablyFIFTH, to pay any fees or premiums then interest due to any in respect of the Lenders under the Loan Documents all Agent Advances, until paid in full;, (EF) fifthSIXTH, ratablyratably 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 interest accrued 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 of to the Term Loan until paid in full;, (FI) sixthNINTH, 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 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 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's and its Subsidiaries' obligations in respect of 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 and (ii) ratably, to the Hedge Providers based upon amounts then certified by the applicable Hedge Provider to Agent (in form and substance reasonably satisfactory to Agent) to be due and payable to such Hedge Providers on account of Hedge Obligations;full, (GN) seventhFOURTEENTH, ratably to pay any other Obligations;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 Borrowers' and its Subsidiaries' obligations in respect of Bank Products), and (HO) eighthFIFTEENTH, to Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under Applicable Lawapplicable law. (iiiii) 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). (iviii) In each instance, so long as no Application Event of Default has occurred and is continuing, Section 2.3(b)(ithis SECTION 2.4(B) shall not apply to any payment made by any Borrower Borrowers to Agent and specified by such Borrower Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement or any other Loan DocumentAgreement. (viv) For purposes of Section 2.3(b)(iithe foregoing (other than clause (N)), “"paid in full” of a type of Obligation " means payment in cash or immediately available funds of all amounts owing on account of such type of Obligationunder 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, irrespective 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. (viv) In the event of a direct conflict between the priority provisions of this Section 2.3 SECTION 2.4 and any other provision provisions contained in this Agreement or 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) So long Except as no Application Event has occurred otherwise provided with respect to Defaulting Lenders and is continuingexcept as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), all aggregate principal and interest payments received by Agent 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 all payments of fees and expenses received by Agent (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 Loan type of Commitment or Obligation to which a particular fee or expense relates. All payments to be made hereunder by Borrowers shall be remitted to Agent and all (subject to Section 2.3(b)(iv) and Section 2.3(e)) such payments, and all proceeds of Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the Term Loan outstanding and, after all Obligations have been paid in full, to Borrowers or such other Person entitled thereto under Applicable Law. (ii) At any time that an Application Event has occurred and is continuing, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows: (A) A. first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities 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. third, 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) under the Loan Documents until paid in full;, (C) third, ratablyD. fourth, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities 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;, (D) fourth, ratablyE. fifth, to pay any fees or premiums then interest due to any in respect of the Lenders under the Loan Documents all Agent Advances, until paid in full;, (E) fifthF. sixth, ratably, ratably to pay interest accrued due in respect of the Term Loan Advances (other than Agent Advances) until paid in full;, (F) sixthG. seventh, ratably (i) to pay the outstanding principal balance of the Term Loan all Agent Advances until the Term Loan is paid in full and (ii) ratably, to the Hedge Providers based upon amounts then certified by the applicable Hedge Provider to Agent (in form and substance reasonably satisfactory to Agent) to be due and payable to such Hedge Providers on account of Hedge Obligations;full, (G) seventh, ratably to pay any other Obligations; (H) H. eighth, to Borrowers or such other Person entitled thereto under Applicable Law. (iii) 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. (iv) In each instance, so long as no Application Event of Default has occurred and is continuing, Section 2.3(b)(ito pay (i) shall not apply to any payment made by any Borrower to Agent and specified by such Borrower first, the entire principal of all Advances under the Temporary Overadvance Facility (or, if less, the portion of the Temporary Overadvance Facility that is then required to be for repaid hereunder), but only, and to the payment extent that, after giving effect to the payment, Availability (other than with respect to the Temporary Overadvance Facility)is greater than $25,000,000.00, and then, the principal of specific Obligations all Advances (other than Advances made under the Temporary Overadvance Facility) until paid in full, I. 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 and payable (owing by Administrative Borrower or prepayable) under any provision its Subsidiaries in respect of this Agreement or any other Loan Document. (v) For purposes of Section 2.3(b)(ii)Bank Products, “until paid in full” , J. tenth, if an Event of a type of Obligation means payment in cash or immediately available funds Default has occurred and is continuing, first, to pay the principal of all amounts owing on account of such type of ObligationAdvances until paid in full, including interest accrued after the commencement of any Insolvency Proceeding, default interest, interest on interest, and expense reimbursements, irrespective of whether any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (vi) In the event of a direct conflict between the priority provisions of this Section 2.3 and any other provision contained in this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read together and construedsecond, to the fullest extent possibleAgent, to be held by Agent, for the ratable benefit of those Lenders having a Commitment, as cash collateral in concert with each other.an amount up to 105% of the then extant Letters of Credit until paid in full, third, to pay the principal of all Advances under the Temporary Overadvance Facility, and 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 Administrative Borrower’s and its Subsidiaries’ obligations in respect of the then outstanding Bank Products have been paid in full or the cash collateral amount has been exhausted,

Apportionment and Application. (i) So long Except as no Application Event has occurred otherwise provided with respect to Defaulting Lenders and is continuingexcept as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), all aggregate principal and interest payments received by Agent 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 all payments of fees and expenses received by Agent (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 Loan type of Commitment or Obligation to which a particular fee or expense relates. All Except as provided in SECTION 2.2 of this Agreement with respect to prepayments of the Term Loan, payments to be made hereunder by Borrowers shall be remitted to Agent and all (subject to Section 2.3(b)(iv) and Section 2.3(e)) such payments, and all proceeds of Collateral received by AgentAgent in accordance with Section 2.8, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the Term Loan outstanding and, after all Obligations have been paid in full, to Borrowers or such other Person entitled thereto under Applicable Law. (ii) At any time that an Application Event has occurred and is continuing, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows:follows (such application shall be no later than the first Business Day after receipt thereof in accordance with Section 2.8): (A) firstFIRST, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities 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) THIRD, 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) under the Loan Documents until paid in full;, (CD) third, ratablyFOURTH, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities 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;, (DE) fourth, ratablyFIFTH, to pay any fees or premiums then interest due to any in respect of the Lenders under the Loan Documents all Agent Advances, until paid in full;, (EF) fifthSIXTH, ratably, ratably to pay interest accrued due in respect of the Advances (other than Agent Advances), the Swing Loans, and the Term Loan until paid in full;, (FG) sixthSEVENTH, 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 and (ii) ratably, to the Hedge Providers based upon amounts then certified by the applicable Hedge Provider to Agent (in form and substance reasonably satisfactory to Agent) to be due and payable to such Hedge Providers on account of Hedge Obligations;full, (GN) seventhFOURTEENTH, ratably if an Event of Default has occurred and is continuing, to pay any other Obligations;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 (HO) eighthFIFTEENTH, to Borrowers (to be wired to the Investment Account) or such other Person entitled thereto under Applicable Lawapplicable law. (iiiii) 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). (iviii) In each instance, so long as no Application Event of Default has occurred and is continuing, Section 2.3(b)(ithis SECTION 2.4(b) shall not be deemed to apply to any payment made by any Borrower to Agent and Borrowers specified by such Borrower Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement or any other Loan DocumentAgreement. (viv) For purposes of Section 2.3(b)(ii)the foregoing, “"paid in full” of a type of Obligation " means payment in cash or immediately available funds of all applicable amounts owing on account of such type of Obligationunder 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, irrespective of whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (viv) In the event of a direct conflict between the priority provisions of this Section 2.3 SECTION 2.4 and any other provision provisions contained in this Agreement or 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) So long Except as no Application Event has occurred otherwise provided in the Loan Documents (including letter agreements between Agent and is continuingindividual Lenders), all aggregate principal and interest payments received by Agent 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 all payments of fees and expenses received by Agent (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 Loan type of Commitment or Obligation to which a particular fee or expense relates. All Except as otherwise specifically provided in Section 2.4(c), all payments to be made hereunder by Borrowers shall be remitted to Agent and all (subject to Section 2.3(b)(iv) and Section 2.3(e)) such payments, and all proceeds of Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the Term Loan outstanding and, after all Obligations have been paid in full, to Borrowers or such other Person entitled thereto under Applicable Law. (ii) At any time that an Application Event has occurred and is continuing, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows: (A) first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities 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 or premiums 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; (C) third, ratably, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to any of the Lenders under the Loan Documents, until paid in full;, (D) fourth, ratably, to pay any fees or premiums 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 Documents, on a ratable basis, until paid in full;, (E) fifth, ratably, to pay interest accrued due in respect of the Term Loan, until paid in full, (F) sixth, 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;, (FG) sixthseventh, 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 and (ii) ratably, to the Hedge Providers based upon amounts then certified by the applicable Hedge Provider to Agent (in form and substance reasonably satisfactory to Agent) to be due and payable to such Hedge Providers on account of Hedge Obligations; (G) seventh, ratably to pay any other Obligations;full, (H) eighth, pay any other Obligations until paid in full, and (I) ninth, to Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under Applicable Lawapplicable law. (iiiii) 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). (iviii) In each instance, so long as no Application Event of Default has occurred and is continuing, this Section 2.3(b)(i2.4(b) shall not be deemed to apply to any payment made by any Borrower to Agent and Borrowers specified by such Borrower Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement or any other Loan DocumentAgreement. (viv) For purposes of Section 2.3(b)(ii)the foregoing, “"paid in full” of a type of Obligation " means payment in cash or immediately available funds of all amounts owing on account of such type of Obligationunder 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, irrespective of whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (viv) In the event of a direct conflict between the priority provisions of this Section 2.3 2.4 and any other provision provisions contained in this Agreement or 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) So long Except as no Application Event has occurred otherwise provided with respect to Defaulting Lenders and is continuingexcept as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), all aggregate principal and interest payments received by Agent 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 all payments of fees and expenses received by Agent (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 Loan Revolver Commitment or Obligation type of Obligation, as applicable, to which a particular fee or expense relates. All payments to be made hereunder by Borrowers shall be remitted to Agent and all such payments (subject other than payments received while no Default or Event of Default has occurred and is continuing and which relate to Section 2.3(b)(iv) and Section 2.3(ethe payment of principal or interest of specific Obligations or which relate to the payment of specific fees)) such payments, and all proceeds of Accounts or other Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the Term Loan outstanding and, after all Obligations have been paid in full, to Borrowers or such other Person entitled thereto under Applicable Law. (ii) At any time that an Application Event has occurred and is continuing, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows: (A) firstA. FIRST, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities 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. THIRD, 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) under the Loan Documents until paid in full;, (C) third, ratablyD. FOURTH, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities 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 (Dother than Agent Advances) fourthand the Swing Loans until paid in full, G. SEVENTH, ratablyto pay the principal of all Agent Advances until paid in full, H. EIGHTH, to pay the principal of all Swing Loans until paid in full, I. NINTH, to pay the principal of all Advances until paid in full (applied first to reduce any Overadvance), J. TENTH, 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, K. ELEVENTH, to pay any fees or premiums then due to any of the Lenders under the Loan Documents other Obligations until paid in full;, and (E) fifth, ratablyL. TWELFTH, to pay interest accrued in respect of the Term Loan until paid in full; Borrower (F) sixth, ratably (i) to pay the outstanding principal balance of the Term Loan until the Term Loan is paid in full and (ii) ratably, be wired to the Hedge Providers based upon amounts then certified by the applicable Hedge Provider to Agent (in form and substance reasonably satisfactory to AgentDesignated Account) to be due and payable to such Hedge Providers on account of Hedge Obligations; (G) seventh, ratably to pay any other Obligations; (H) eighth, to Borrowers or such other Person entitled thereto under Applicable Lawapplicable law. (iiiii) 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(h). (iviii) In each instance, so long as no Application Default or Event of Default has occurred and is continuing, Section 2.3(b)(iSECTION 2.4(b) shall not be deemed to apply to any payment made by any Borrower to Agent and specified by such Borrower to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement or any other Loan DocumentAgreement. (viv) For purposes of Section 2.3(b)(ii)the foregoing, “"paid in full” of a type of Obligation " means payment in cash or immediately available funds of all amounts owing on account of such type of Obligationunder 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, irrespective of whether any of or not the foregoing same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (viv) In the event of a direct conflict between the priority provisions of this Section 2.3 SECTION 2.4 and any other provision provisions contained in this Agreement or 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) So long Except as no Application Event has occurred otherwise provided with respect to Defaulting Lenders and is continuingexcept as otherwise provided in the Loan Documents (including agreements between Agent and individual Lenders), all aggregate principal and interest payments received by Agent 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 all payments of fees and expenses received by Agent (other than fees or expenses that are for Agent’s separate account, after giving effect to any 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 and the Term Loan Commitment or Obligation to which a particular fee or expense relatesLenders, as applicable. All payments to be made hereunder by Borrowers shall be remitted to Agent and all (subject to Section 2.3(b)(iv) and Section 2.3(e)) such payments, and all proceeds of Collateral received by Agent, shall be applied, applied as follows (provided that so long as no Application Event of Default has occurred and is continuing, Agent shall be entitled to apply the proceeds of Collections to reduce the balance of the Term Loan outstanding Advances outstanding, applied first to Tranche B Advances and, after all Obligations have been paid in fullno Tranche B Advances are outstanding, to Borrowers or such other Person entitled thereto under Applicable Law. (ii) At any time that an Application Event has occurred and is continuing, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows:Tranche A Advances): (A) first, ratably to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to Agent under the Loan Documents, until paid in full; (B) second, to pay any fees or premiums then due to Agent under the Loan Documents until paid in full; (C) third, ratably, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to any of the Lenders under the Loan Documents, until paid in full;, (DB) fourthsecond, ratably, ratably to pay any 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 until paid in full;, (C) third, to pay interest due in respect of all Protective Advances until paid in full, (D) fourth, to pay the principal of all Protective Advances until paid in full, (E) fifth, ratablyso long as no Event of Default has occurred and is continuing, ratably to pay interest accrued due in respect of the Tranche A Advances, the Tranche B Advances, the Swing Loans and the Term Loan until paid in full;, (F) sixth, so long as no Event of Default has occurred and is continuing, to pay the principal of all Swing Loans until paid in full, (G) seventh, 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 election (which election Agent agrees will not be made if an Overadvance would be created thereby), to pay amounts then due and owing by Administrative Borrower or its Subsidiaries in respect of Bank Products, until paid in full, (J) tenth, 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) twelfth, 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 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 Borrowers’ and its Subsidiaries’ obligations in respect of Bank Products have been paid in full or the cash collateral amount has been exhausted 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) thirteenth, 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 and full, (ii) ratablyto 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 Hedge Providers based upon amounts then certified by 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 applicable Hedge Provider to Agent (Tranche B Letter of Credit Usage until paid in form and substance reasonably satisfactory to Agent) to be due and payable to such Hedge Providers on account of Hedge Obligations;full, (GO) seventhfifteenth, ratably if an Event of Default has occurred and is continuing, to pay any other Obligations;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 Borrowers’ and its Subsidiaries’ obligations in respect of Bank Products), and (HP) eighthsixteenth, to Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under Applicable Lawapplicable law. (iiiii) 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(e). (iviii) In each instance, so long as no Application Event of Default has occurred and is continuing, this Section 2.3(b)(i2.4(b) shall not apply to any payment made by any Borrower Borrowers to Agent and specified by such Borrower Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement or any other Loan DocumentAgreement. (viv) For purposes of Section 2.3(b)(iithe foregoing (other than clause (O)), “paid in full” of a type of Obligation means payment in cash or immediately available funds of all amounts owing on account of such type of Obligationunder 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, irrespective 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 any of or not the foregoing same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (viv) In the event of a direct conflict between the priority provisions of this Section 2.3 2.4 and any other provision provisions contained in this Agreement or 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. (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.

Apportionment and Application. (i) So long Except as no Application Event has occurred otherwise provided with respect to Defaulting Lenders and is continuingexcept as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), all aggregate principal and interest payments received by Agent 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 all payments of fees and expenses received by Agent (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 Loan type of Commitment or Obligation to which a particular fee or expense relates. All Except as otherwise specifically provided in Section 2.4(c), all payments to be made hereunder by Borrowers shall be remitted to Agent and all (subject to Section 2.3(b)(iv) and Section 2.3(e)) such payments, and all proceeds of Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the Term Loan outstanding and, after all Obligations have been paid in full, to Borrowers or such other Person entitled thereto under Applicable Law. (ii) At any time that an Application Event has occurred and is continuing, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows: (A) first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities 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 or premiums 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; (C) third, ratably, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to any of the Lenders under the Loan Documents, until paid in full;, (D) fourth, ratably, to pay any fees or premiums 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 Documents, on a ratable basis, until paid in full;, (E) fifth, ratably, to pay interest accrued due in respect of the Term Loan all Agent Advances, until paid in full;, (F) sixth, ratably to pay interest due in respect of the Advances (other than Agent Advances) and the Swing Loans until paid in full, (G) seventh, to pay the principal of all Agent Advances until paid in full, (H) eighth, to pay the principal of all Swing Loans until paid in full, (I) 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 and owing by Administrative Borrower or its Subsidiaries in respect of Bank Products, until paid in full, (J) tenth, so long as no Event of Default has occurred and is continuing, to pay the principal of all Advances until paid in full, (K) eleventh, if an Event of Default has occurred and is continuing, ratably (i) to pay the outstanding principal balance 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 Term Loan then extant Letter of Credit Usage until paid in full, and (iii) to Agent, to be held by Agent, for the Term Loan is 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 Administrative Borrower's and its Subsidiaries' obligations in respect of the then extant Bank Products have been paid in full and (ii) ratably, to or the Hedge Providers based upon amounts then certified by the applicable Hedge Provider to Agent (in form and substance reasonably satisfactory to Agent) to be due and payable to such Hedge Providers on account of Hedge Obligations;cash collateral amount has been exhausted, (GL) seventhtwelfth, ratably if an Event of Default has occurred and is continuing, to pay any other Obligations;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 Administrative Borrower's and its Subsidiaries' obligations in respect of the then extant Bank Products), and (HM) eighththirteenth, to Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under Applicable Lawapplicable law. (iiiii) 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). (iviii) In each instance, so long as no Application Event of Default has occurred and is continuing, this Section 2.3(b)(i2.4(b) shall not be deemed to apply to any payment made by any Borrower to Agent and Borrowers specified by such Borrower Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement or any other Loan DocumentAgreement. (viv) For purposes of Section 2.3(b)(ii)the foregoing, “"paid in full” of a type of Obligation " means payment in cash or immediately available funds of all amounts owing on account of such type of Obligationunder 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, irrespective of whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (viv) In the event of a direct conflict between the priority provisions of this Section 2.3 2.4 and any other provision provisions contained in this Agreement or 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) So long Except as no Application Event has occurred otherwise provided with respect to Defaulting Lenders and is continuingexcept as otherwise provided in the Loan Documents (including agreements between Agent and individual Lenders), all aggregate principal and interest payments received by Agent 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 all payments of fees and expenses received by Agent (other than fees or expenses that are for Agent’s separate account, after giving effect to any agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders having a Pro Rata Share of the Term Loan type of Commitment or Obligation to which a particular fee or expense relates. All payments to be made hereunder by Borrowers shall be remitted to Agent and all (subject to Section 2.3(b)(iv) and Section 2.3(e)) such payments, and all proceeds of Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the Term Loan outstanding and, after all Obligations have been paid in full, to Borrowers or such other Person entitled thereto under Applicable Law. (ii) At any time that an Application Event has occurred and is continuing, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows: (A) first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities 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 or premiums then due to Agent (for its separate accounts, after giving effect to any agreements between Agent and individual Lenders) under the Loan Documents until paid in full; (C) third, ratably, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to any of the Lenders under the Loan Documents, until paid in full;, (D) fourth, ratably, to pay any fees or premiums then due to any or all of the Lenders (after giving effect to any agreements between Agent and individual Lenders) under the Loan Documents Documents, on a ratable basis, until paid in full;, (E) fifth, ratably, to pay interest accrued due in respect of the Term Loan all Agent Advances, until paid in full;, (F) sixth, ratably to pay interest due in respect of the Term Loans (iother than portions of the Term Loans consisting of Agent Advances) 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 Loans until paid in full, (I) ninth, 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 and (ii) ratably, to the Hedge Providers based upon amounts then certified by the applicable Hedge Provider to Agent (in form and substance reasonably satisfactory to Agent) to be due and payable to such Hedge Providers on account of Hedge Obligations;full, (GJ) seventhtenth, ratably if an Event of Default has occurred and is continuing, to pay any other Obligations;, and (HK) eightheleventh, to Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under Applicable Lawapplicable law. (iiiii) 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. (iviii) In each instance, so long as no Application Event of Default has occurred and is continuing, this Section 2.3(b)(i2.4(b) shall not apply to any payment made by any Borrower Borrowers to Agent and specified by such Borrower Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement or any other Loan DocumentAgreement. (viv) For purposes of Section 2.3(b)(ii)the foregoing, “paid in full” of a type of Obligation means payment in cash or immediately available funds of all amounts owing on account of such type of Obligationunder 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, irrespective of whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (viv) In the event of a direct conflict between the priority provisions of this Section 2.3 2.4 and any other provision provisions contained in this Agreement or 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) So long Except as no Application Event has occurred otherwise provided with respect to Defaulting Lenders and is continuingexcept as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), all aggregate principal and interest payments received by Agent 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 all payments of fees and expenses received by Agent (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 Loan type of Commitment or Obligation to which a particular fee or expense relates. All payments to be made hereunder by Borrowers shall be remitted to Agent and all such payments (subject other than payments received while no Default or Event of Default has occurred and is continuing and which relate to Section 2.3(b)(iv) and Section 2.3(ethe payment of principal or interest of specific Obligations or which relate to the payment of specific fees)) such payments, and all proceeds of Accounts or other Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the Term Loan outstanding and, after all Obligations have been paid in full, to Borrowers or such other Person entitled thereto under Applicable Law. (ii) At any time that an Application Event has occurred and is continuing, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows: (A) first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities 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 or premiums 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; (C) third, ratably, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to any of the Lenders under the Loan Documents, until paid in full;, (D) fourth, ratably, to pay any fees or premiums 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 Documents, on a ratable basis, until paid in full;, (E) fifth, ratably, to pay interest accrued 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;, (FH) sixtheighth, 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, (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 and owing in respect of Bank Product Obligations 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, 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, (O) fifteenth, 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 full, (P) sixteenth, if an Event of Default has occurred and (ii) ratablyis continuing, to the Hedge Providers based upon amounts then certified by the applicable Hedge Provider to Agent (in form and substance reasonably satisfactory to Agent) to be due and payable to such Hedge Providers on account of Hedge Obligations; (G) seventh, ratably to --------- pay any other Obligations;, and (HQ) eighthseventeenth, to Borrowers Borrower (to be wired to the Designated Account) or ----------- such other Person entitled thereto under Applicable Lawapplicable law. (iiiii) 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). --------------- (iviii) In each instance, so long as no Application Default or Event of Default has occurred and is continuing, Section 2.3(b)(iSECTION 2.4(b) shall not be deemed to -------------- apply to any payment made by any Borrower to Agent and specified by such Borrower to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement or any other Loan DocumentAgreement. (viv) For purposes of Section 2.3(b)(ii)the foregoing, “"paid in full” of a type of Obligation " means payment in cash or immediately available funds of all amounts owing on account of such type of Obligationunder 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, irrespective of whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (viv) In the event of a direct conflict between the priority provisions of this Section 2.3 SECTION 2.4 and any other provision provisions contained in this Agreement or 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) So long Except as no Application Event has occurred otherwise provided with respect to Defaulting Lenders and is continuingexcept as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), all aggregate principal and interest payments received by Agent 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 all payments of fees and expenses received by Agent (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 Term Loan type of Commitment or Obligation to which a particular fee or expense relates. All Except as provided in Section 2.2 of this Agreement with respect to prepayments of the Term Loan, payments to be made hereunder by Borrowers shall be remitted to Agent and all (subject to Section 2.3(b)(iv) and Section 2.3(e)) such payments, and all proceeds of Collateral received by AgentAgent in accordance with Section 2.8, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the Term Loan outstanding and, after all Obligations have been paid in full, to Borrowers or such other Person entitled thereto under Applicable Law. (ii) At any time that an Application Event has occurred and is continuing, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows: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 (including cost or expense reimbursements) or indemnities then due to Agent under the Loan Documents, until paid in full;, (B) second, to pay any fees or premiums then due to Agent and WFF (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;, (C) third, ratablyto pay interest due in respect of all Agent Advances, until paid in full, (D) fourth, to pay the principal of all Agent Advances until paid in full, (E) fifth, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to any of the Lenders under the Loan Documents, on a ratable basis, until paid in full;, (DF) fourth, ratablysixth, to pay any fees or premiums 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 Documents, on a ratable basis, until paid in full;, (EG) fifthseventh, ratably, ratably to pay interest accrued due in respect of the Advances (other than Agent Advances), the Swing Loans, and the Term Loan until paid in full;, (FH) sixtheighth, 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 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 and (ii) ratably, to the Hedge Providers based upon amounts then certified by the applicable Hedge Provider to Agent (in form and substance reasonably satisfactory to Agent) to be due and payable to such Hedge Providers on account of Hedge Obligations;full, (GN) seventhfourteenth, ratably if an Event of Default has occurred and is continuing, to pay any other Obligations; Obligations (Hincluding 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) eighthfifteenth, to Borrowers (to be wired to the Investment Account) or such other Person entitled thereto under Applicable Lawapplicable law. (iiiii) 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). (iviii) In each instance, so long as no Application Event of Default has occurred and is continuing, this Section 2.3(b)(i2.4(b) shall not be deemed to apply to any payment made by any Borrower to Agent and Borrowers specified by such Borrower Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement or any other Loan DocumentAgreement. (viv) For purposes of Section 2.3(b)(ii)the foregoing, “paid in full” of a type of Obligation means payment in cash or immediately available funds of all applicable amounts owing on account of such type of Obligationunder 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 interest, and expense reimbursements, irrespective of whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (viv) In the event of a direct conflict between the priority provisions of this Section 2.3 2.4 and any other provision provisions contained in this Agreement or 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) So long Except as no Application Event has occurred otherwise provided with respect to Defaulting Lenders and is continuingexcept as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), all aggregate principal and interest payments received by Agent 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 all payments of fees and expenses received by Agent (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 Term Loan Commitment Loans or the type of other Obligation to which a particular fee or expense relates. All payments to be made hereunder by Borrowers shall be remitted to Agent and all such payments (subject other than payments received while no Default or Event of Default has occurred and is continuing and which relate to Section 2.3(b)(iv) and Section 2.3(ethe payment of principal or interest of specific Obligations or which relate to the payment of specific fees)) such payments, and all proceeds of Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the Term Loan outstanding and, after all Obligations have been paid in full, to Borrowers or such other Person entitled thereto under Applicable Law. (ii) At any time that an Application Event has occurred and is continuing, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows: (A) A. first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities 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. third, 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) under the Loan Documents until paid in full;, (C) third, ratablyD. fourth, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities 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;, (D) fourth, ratably, to pay any fees or premiums then due to any of the Lenders under the Loan Documents until paid in full; (E) E. fifth, ratably, ratably to pay interest accrued due in respect of the Term Loan Loans until paid in full;, (F) F. sixth, ratably (i) to pay the outstanding principal balance of the Term Loan Loans until the Term Loan is paid in full and (ii) ratably, to the Hedge Providers based upon amounts then certified by the applicable Hedge Provider to Agent (in form and substance reasonably satisfactory to Agent) to be due and payable to such Hedge Providers on account of Hedge Obligations;full, (G) G. seventh, ratably if an Event of Default has occurred and is continuing, to pay any other Obligations;, and (H) H. eighth, to Borrowers or such other Person entitled thereto under Applicable Lawapplicable law. (iiiii) 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. (iviii) In each instance, so long as no Application Default or Event of Default has occurred and is continuing, Section 2.3(b)(i2.4(b) shall not be deemed to apply to any payment made by any Borrower to Agent and Borrowers specified by such Borrower Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement or any other Loan DocumentAgreement. (viv) For purposes of Section 2.3(b)(ii)the foregoing, “paid in full” of a type of Obligation means payment in cash or immediately available funds of all amounts owing on account of such type of Obligationunder 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, irrespective of whether any of or not the foregoing same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (viv) In the event of a direct conflict between the priority provisions of this Section 2.3 2.4 and any other provision provisions contained in this Agreement or 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) So long Except as no Application Event has occurred otherwise provided with respect to Defaulting Lenders and is continuingexcept as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), all aggregate principal and interest payments received by Agent 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 all payments of fees and expenses received by Agent (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 Loan type of Commitment or Obligation to which a particular fee or expense relates. All payments to be made hereunder by Borrowers shall be remitted to Agent and all such payments (subject other than payments received while no Default or Event of Default has occurred and is continuing and which relate to Section 2.3(b)(iv) and Section 2.3(ethe payment of principal or interest of specific Obligations or which relate to the payment of specific fees)) such payments, and all proceeds of Accounts or other Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the Term Loan outstanding and, after all Obligations have been paid in full, to Borrowers or such other Person entitled thereto under Applicable Law. (ii) At any time that an Application Event has occurred and is continuing, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows: (A) A. first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities 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. third, 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) under the Loan Documents until paid in full;, (C) third, ratablyD. fourth, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities 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 (Dother than Agent Advances) fourthand the Swing Loans until paid in full, G. seventh, ratablyto pay the principal of all Agent Advances until ------- paid in full, H. eighth, to pay the principal of all Swing Loans until ------ paid in full, I. ninth, to pay the principal of all Advances until paid in ----- full, J. tenth, 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 then extant Letter of Credit Usage until paid in full, K. eleventh, to pay any fees or premiums then due to any of the Lenders under the Loan Documents other Obligations until paid in -------- full;, and (E) fifth, ratably, to pay interest accrued in respect of the Term Loan until paid in full; (F) sixth, ratably (i) to pay the outstanding principal balance of the Term Loan until the Term Loan is paid in full and (ii) ratably, to the Hedge Providers based upon amounts then certified by the applicable Hedge Provider to Agent (in form and substance reasonably satisfactory to Agent) to be due and payable to such Hedge Providers on account of Hedge Obligations; (G) seventh, ratably to pay any other Obligations; (H) eighthL. twelfth, to Borrowers (to be wired to the Designated ------- Account) or such other Person entitled thereto under Applicable Lawapplicable law. (iiiii) 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(h). -------------- (iviii) In each instance, so long as no Application Default or Event of Default has occurred and is continuing, Section 2.3(b)(i2.4(b) shall not be deemed to -------------- apply to any payment made by any Borrower to Agent and Borrowers specified by such Borrower Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement or any other Loan DocumentAgreement. (viv) For purposes of Section 2.3(b)(ii)the foregoing, “"paid in full” of a type of Obligation " means payment in cash or immediately available funds of all amounts owing on account of such type of Obligationunder 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, irrespective of whether any of or not the foregoing same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (viv) In the event of a direct conflict between the priority provisions of this Section 2.3 2.4 and any other provision provisions contained in this Agreement or 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) So long Except as no Application Event has occurred otherwise provided with respect to Defaulting Lenders and is continuingexcept as otherwise provided in the Loan Documents (including the Lender Side Letter Agreement and any other agreements between Agent and individual Lenders), all aggregate principal and interest payments received by Agent 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 all payments of fees and expenses received by Agent (other than fees or expenses that are for Agent’s 's separate account, after giving effect to the Lender Side Letter Agreement and any other agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders having a Pro Rata Share of the Term Loan type of Commitment or Obligation to which a particular fee or expense relates. All Except as otherwise specifically provided in clause (b)(iii) below or Section 2.4(c), all payments to be made hereunder by Borrowers shall be remitted to Agent and all such payments (subject other than payments received while no Event of Default has occurred and is continuing and which relate to Section 2.3(b)(iv) and Section 2.3(ethe payment of principal or interest or Obligations to which a particular fee or expense relates)) such payments, and all proceeds of Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the Term Loan outstanding and, after all Obligations have been paid in full, to Borrowers or such other Person entitled thereto under Applicable Law. (ii) At any time that an Application Event has occurred and is continuing, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows: (A) first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities 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 or premiums then due to Agent (for its separate account, after giving effect to the Lender Side Letter Agreement and any other agreements between Agent and individual Lenders) under the Loan Documents until paid in full; (C) third, ratably, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to any of the Lenders under the Loan Documents, until paid in full;, (D) fourth, ratably, to pay any fees or premiums then due to any or all of the Lenders (after giving effect to the Lender Side Letter Agreement and any other agreements between Agent and individual Lenders) under the Loan Documents Documents, on a ratable basis, until paid in full;; provided that, if an Event of Default has occurred and is continuing, the priority of the payment of any fee payable to any Lender with respect to its Term Loan B shall, unless the Required Revolver/Term Loan A Lenders agree in their sole discretion to forego deferring such payment, be deferred to item "fifteenth" below, (E) fifth, ratably, to pay interest accrued due in respect of the Term Loan 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 Loans until paid in full; provided that, if an Event of Default has occurred and is continuing, the priority of the payment of any interest payable to any Lender with respect to its Term Loan B shall, unless the Required Revolver/Term Loan A Lenders agree in their sole discretion to forego deferring such payment, be deferred to item "sixteenth" below, (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 A until paid in full, (I) ninth, 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 Term Loan B until paid in full, (J) tenth, to pay the principal of all Swing Loans until paid in full, (K) eleventh, 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 and owing by Parent or its Subsidiaries in respect of Bank Products until paid in full, (L) twelfth, so long as no Event of Default has occurred and is continuing, to pay the principal of all Advances until paid in full, (M) thirteenth, 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 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 on or prior to the date that the Bank Product Provider provides the applicable Bank Product, until Parent's and its Subsidiaries' obligations in respect of Bank Products have been paid in full or the cash collateral amount has been exhausted, (N) fourteenth, if an Event of Default has occurred and is continuing, to pay the outstanding principal balance of the Term Loan A (in the inverse order of the maturity of the installments due thereunder) until the Term Loan A is paid in full full, (O) fifteenth, if an Event of Default has occurred and (ii) ratablyis continuing, to the Hedge Providers based upon amounts then certified by the applicable Hedge Provider to Agent (pay fees due in form and substance reasonably satisfactory to Agent) to be due and payable to such Hedge Providers on account respect of Hedge Obligations;Term Loan B, until paid in full, (GP) seventhsixteenth, ratably if an Event of Default has occurred and is continuing, to pay interest due in respect of Term Loan B, until paid in full, (Q) seventeenth, if an Event of Default has occurred and is continuing, to pay the outstanding principal balance of Term Loan B, until paid in full, (R) eighteenth, if an Event of Default has occurred and is continuing, to pay any other Obligations;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's and its Subsidiaries' obligations in respect of Bank Products), and (HS) eighthnineteenth, to Borrowers Borrower (to be wired to the Designated Account specified by Borrower) or such other Person entitled thereto under Applicable Lawapplicable law. (iiiii) 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). (iviii) In each instance, so long as no Application Event of Default has occurred and is continuing, this Section 2.3(b)(i2.4(b) shall not apply to any payment made by any Borrower to Agent and specified by such Borrower to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement or any other Loan DocumentAgreement. (viv) For purposes of Section 2.3(b)(iithe foregoing (other than clause (R)), “"paid in full” of a type of Obligation " means payment in cash or immediately available funds of all amounts owing on account of such type of Obligationunder 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, irrespective except to the extent that default 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 (R), "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) Notwithstanding anything to the contrary in this Agreement, 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 2.3 2.4 and any other provision provisions contained in this Agreement or 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) So long Except as no Application Event has occurred otherwise provided with respect to Defaulting Lenders and is continuingexcept as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), all aggregate principal and interest payments received by Agent 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 all payments of fees and expenses received by Agent (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 Term Loan type of Commitment or Obligation to which a particular fee or expense relates. All payments to be made hereunder by Borrowers shall be remitted to Agent and all (subject to Section 2.3(b)(iv) and Section 2.3(e)) such payments, and all proceeds of Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the Term Loan outstanding and, after all Obligations have been paid in full, to Borrowers or such other Person entitled thereto under Applicable Law. (ii) At any time that an Application Event has occurred and is continuing, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows: (A) A. first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities 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. third, 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) under the Loan Documents until paid in full;, (C) third, ratablyD. fourth, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities 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;, (D) fourth, ratablyE. fifth, to pay any fees or premiums then interest due to any in respect of the Lenders under the Loan Documents all Agent Advances, until paid in full;, (E) fifthF. sixth, ratably, ratably to pay interest accrued due in respect of the Advances (other than Agent Advances), 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 (Fother than as a result of an acceleration thereof) sixthwith respect to the Term Loan A 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 and owing by Administrative Borrower 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 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, M. thirteenth, if an Event of Default has occurred and is continuing, to pay the outstanding principal balance of the Term Loan Loans (ratably) until the Term Loan is Loans are paid in full full, N. fourteenth, if an Event of Default has occurred and (ii) ratablyis continuing, to the Hedge Providers based upon amounts then certified by the applicable Hedge Provider to Agent (in form and substance reasonably satisfactory to Agent) to be due and payable to such Hedge Providers on account of Hedge Obligations; (G) seventh, ratably to pay any other Obligations;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 Administrative Borrower’s and its Subsidiaries’ obligations in respect of the then extant Bank Products), and (H) eighthO. fifteenth, to Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under Applicable Lawapplicable law. (iiiii) 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). (iviii) In each instance, so long as no Application Event of Default has occurred and is continuing, this Section 2.3(b)(i2.4(b) shall not be deemed to apply to any payment made by any Borrower to Agent and Borrowers specified by such Borrower Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement or any other Loan DocumentAgreement. (viv) For purposes of Section 2.3(b)(ii)the foregoing, “paid in full” of a type of Obligation means payment in cash or immediately available funds of all amounts owing on account of such type of Obligationunder 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, irrespective of whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (viv) In the event of a direct conflict between the priority provisions of this Section 2.3 2.4 and any other provision provisions contained in this Agreement or 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) So long Except as no Application Event has occurred otherwise provided with respect to Defaulting Lenders and is continuingexcept as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), all aggregate principal and interest payments received by Agent 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 all payments of fees and expenses received by Agent (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 Term Loan type of Revolver Commitment or Obligation to which a particular fee or expense relates. All payments to be made hereunder by Borrowers shall be remitted to Agent and all (subject to Section 2.3(b)(iv) and Section 2.3(e)) such payments, and all proceeds of Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the Term Loan outstanding and, after all Obligations have been paid in full, to Borrowers or such other Person entitled thereto under Applicable Law. (ii) At any time that an Application Event has occurred and is continuing, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows: (A) A. first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities 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. third, 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) under the Loan Documents until paid in full;, (C) third, ratablyD. fourth, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities 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;, (D) fourth, ratablyE. fifth, to pay any fees or premiums then interest due to any in respect of the Lenders under the Loan Documents all Agent Advances, until paid in full;, (E) fifth, ratablyF. sixth, to pay interest accrued in respect the principal of the Term Loan all Agent Advances until paid in full;, (F) sixth, ratably (i) to pay the outstanding principal balance of the Term Loan until the Term Loan is paid in full and (ii) ratably, to the Hedge Providers based upon amounts then certified by the applicable Hedge Provider to Agent (in form and substance reasonably satisfactory to Agent) to be due and payable to such Hedge Providers on account of Hedge Obligations; (G) G. seventh, ratably to pay any interest due in respect of the Advances (other Obligations;than Agent Advances), and the Swing Loans until paid in full, (H) H. eighth, to Borrowers or such other Person entitled thereto under Applicable Law. (iii) Agent promptly shall distribute to each Lenderpay the principal of all Swing Loans until paid in full, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive. (iv) In each instanceI. ninth, so long as no Application Event of Default has occurred and is continuing, Section 2.3(b)(i) shall to pay the principal of all Advances 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 apply be made if an Overadvance would be created thereby), to any payment made by any Borrower to Agent and specified by such Borrower 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 or any other Loan Document. (v) For purposes of Section 2.3(b)(ii)Bank Products, “until paid in full” of a type of Obligation means payment in cash or immediately available funds of all amounts owing on account of such type of Obligation, including interest accrued after the commencement of any Insolvency Proceeding, default interest, interest on interest, and expense reimbursements, irrespective of whether any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (vi) In the event of a direct conflict between the priority provisions of this Section 2.3 and any other provision contained in this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other.,

Apportionment and Application. (i) So long Except as no Application Event has occurred otherwise provided with respect to Defaulting Lenders and is continuingexcept as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), all aggregate principal and interest payments received by Agent 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 all payments of fees and expenses received by Agent (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 Loan type of Commitment or Obligation to which a particular fee or expense relates. All Except as otherwise specifically provided in Section 2.4(c), all payments to be made hereunder by Borrowers shall be remitted to Agent and all (subject to Section 2.3(b)(iv) and Section 2.3(e)) such payments, and all proceeds of Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the Term Loan outstanding and, after all Obligations have been paid in full, to Borrowers or such other Person entitled thereto under Applicable Law. (ii) At any time that an Application Event has occurred and is continuing, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows: (A) first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities 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 or premiums 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; (C) third, ratably, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to any of the Lenders under the Loan Documents, until paid in full;, (D) fourth, ratably, to pay any fees or premiums 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 Documents, on a ratable basis, until paid in full;, (E) fifth, ratably, to pay interest accrued 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;, (FG) sixthseventh, 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 and owing by Administrative Borrower 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 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, (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 and (ii) ratably, to the Hedge Providers based upon amounts then certified by the applicable Hedge Provider to Agent (in form and substance reasonably satisfactory to Agent) to be due and payable to such Hedge Providers on account of Hedge Obligations;full, (GN) seventhfourteenth, ratably if an Event of Default has occurred and is continuing, to pay any other Obligations;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 Administrative Borrower's and its Subsidiaries' obligations in respect of the then extant Bank Products), and (HO) eighthfifteenth, to Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under Applicable Lawapplicable law. (iiiii) 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). (iviii) In each instance, so long as no Application Event of Default has occurred and is continuing, this Section 2.3(b)(i2.4(b) shall not be deemed to apply to any payment made by any Borrower to Agent and Borrowers specified by such Borrower Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement or any other Loan DocumentAgreement. (viv) For purposes of Section 2.3(b)(ii)the foregoing, “"paid in full” of a type of Obligation " means payment in cash or immediately available funds of all amounts owing on account of such type of Obligationunder 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, irrespective of whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (viv) In the event of a direct conflict between the priority provisions of this Section 2.3 2.4 and any other provision provisions contained in this Agreement or 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) So long Except as no Application Event has occurred otherwise provided with respect to Defaulting Lenders and is continuingexcept as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), all aggregate principal and interest payments received by Agent 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 all payments of fees and expenses received by Agent (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 Loan type of Commitment or Obligation to which a particular fee or expense relates. All payments to be made hereunder by Borrowers shall be remitted to Agent and all such payments (subject other than payments received while no Default or Event of Default has occurred and is continuing and which relate to Section 2.3(b)(iv) and Section 2.3(ethe 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)) such payments, and all proceeds of Accounts or other Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the Term Loan outstanding and, after all Obligations have been paid in full, to Borrowers or such other Person entitled thereto under Applicable Law. (ii) At any time that an Application Event has occurred and is continuing, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows: (A) first, so long as no Event of Default has occurred and is continuing, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to Agent under the Loan Documents, until paid in full;, (B) second, 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) third, so long as no Event of Default has occurred and is continuing, to pay any fees or premiums then 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;, (CD) thirdfourth, ratablyso 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) fifth, 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) sixth, 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) seventh, 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) eighth, so long as no Event of Default has occurred and is continuing, ratably to pay all principal amounts then due and payable with respect to the Term Loan until paid in full, (I) ninth, 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) 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 and owing by Administrative Borrower 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 other Advances until paid in full, (L) twelfth, 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 (including cost or expense reimbursements) or indemnities then and fees due to any of the Lenders under the Loan DocumentsAgent (for its separate account, until paid in full; (D) fourth, ratably, to pay any fees or premiums then due after giving effect to any of letter agreements between Agent and the Lenders individual Lenders) under the Loan Documents until paid in full;, (EN) fifthfourteenth, ratablyif 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 accrued due in respect of all Agent Advances, Advances and Swing Loans until paid in full, (P) 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, 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;, (FS) sixthnineteenth, 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 and (ii) ratably, to the Hedge Providers based upon amounts then certified by the applicable Hedge Provider to Agent (in form and substance reasonably satisfactory to Agent) to be due and payable to such Hedge Providers on account of Hedge Obligations;full, (GT) seventhtwentieth, ratably to pay any other Obligations; (H) eighth, to Borrowers or such other Person entitled thereto under Applicable Law. (iii) 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. (iv) In each instance, so long as no Application if an Event of Default has occurred and is continuing, Section 2.3(b)(i) shall not apply to any payment made by any Borrower to Agent and specified by such Borrower Agent, to be held by Agent for the payment ratable benefit of specific Obligations Issuing Lender and those Lenders having a Revolver Commitment, as cash collateral in an amount up to 105% of the then due and payable (or prepayable) under any provision extant Letter of this Agreement or any other Loan Document. (v) For purposes of Section 2.3(b)(ii), “Credit Usage until paid in full” , (U) twenty-first, if an Event of a type of Obligation means payment Default has occurred and is continuing, ratably to pay the Applicable Prepayment Premium until paid in cash or immediately available funds of all amounts owing on account of such type of Obligation, including interest accrued after the commencement of any Insolvency Proceeding, default interest, interest on interest, and expense reimbursements, irrespective of whether any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (vi) In the event of a direct conflict between the priority provisions of this Section 2.3 and any other provision contained in this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other.full,

Apportionment and Application. (i) So long Except as no Application Event has occurred otherwise provided with respect to Defaulting Lenders and is continuingexcept as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), all aggregate principal and interest payments received by Agent 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 all payments of fees and expenses received by Agent (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 Term Loan type of Commitment or Obligation to which a particular fee or expense relates. All payments to be made hereunder by Borrowers shall be remitted to Agent and all such payments (subject other than (i) 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 or (ii) prepayments received pursuant to Section 2.3(b)(iv2.4(c) so long as no Event of Default has occurred and Section 2.3(eis continuing)) such payments, and all proceeds of Accounts or other Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the Term Loan outstanding and, after all Obligations have been paid in full, to Borrowers or such other Person entitled thereto under Applicable Law. (ii) At any time that an Application Event has occurred and is continuing, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows: (A) first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities 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 or premiums 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; (C) third, ratably, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to any of the Lenders under the Loan Documents, until paid in full;, (D) fourth, ratably, to pay any fees or premiums 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 Documents, on a ratable basis, until paid in full;, (E) fifth, ratablyto 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 interest accrued the principal of all Agent Advances until paid in full, (H) eighth, to pay the principal of all Swing Loans until paid in full, (I) 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 and owing by Administrative Borrower or its Subsidiaries in respect of Bank Products, until paid in full, (J) tenth, so long as no Event of Default has occurred and is continuing, to pay the principal of all Advances and the Term Loan until paid in full, (K) 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 pay the principal of the Term Loan until paid in full; , and (F) sixth, ratably (iiii) to pay Agent, to be held by Agent, for the outstanding principal balance benefit of ▇▇▇▇▇ Fargo or its Affiliates, as applicable, as cash collateral in an amount up to the amount of the Term Loan 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 Term Loan is then extant Bank Products have been paid in full and (ii) ratably, to or the Hedge Providers based upon amounts then certified by the applicable Hedge Provider to Agent (in form and substance reasonably satisfactory to Agent) to be due and payable to such Hedge Providers on account of Hedge Obligations;cash collateral amount has been exhausted, (GL) seventhtwelfth, ratably to pay any other Obligations; (H) eighth, to Borrowers or such other Person entitled thereto under Applicable Law. (iii) 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. (iv) In each instance, so long as no Application if an Event of Default has occurred and is continuing, Section 2.3(b)(i) shall not apply to any payment made by any Borrower to Agent and specified by such Borrower Agent, to be held by Agent, for the payment ratable benefit of specific Obligations Issuing Lender and those Lenders having a Revolver Commitment, as cash collateral in an amount up to 105% of the then due and payable (or prepayable) under any provision extant Letter of this Agreement or any other Loan Document. (v) For purposes of Section 2.3(b)(ii), “Credit Usage until paid in full” of a type of Obligation means payment in cash or immediately available funds of all amounts owing on account of such type of Obligation, including interest accrued after the commencement of any Insolvency Proceeding(M) thirteenth, default interest, interest on interest, and expense reimbursements, irrespective of whether any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (vi) In the event of a direct conflict between the priority provisions of this Section 2.3 and to pay any other provision contained Obligations (including Bank Product Obligations) until paid in this Agreement or any other Loan Documentfull, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other.and

Apportionment and Application. (i) So long Except as no Application Event has occurred otherwise provided with respect to Defaulting Lenders and is continuingexcept as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), all aggregate principal and interest payments received by Agent 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 all payments of fees and expenses received by Agent (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 Term Loan type of Commitment or Obligation to which a particular fee or expense relates. All payments to be made hereunder by Borrowers shall be remitted to Agent and all such payments (subject other than payments received while no Event of Default has occurred and is continuing and which relate to Section 2.3(b)(iv) and Section 2.3(ethe payment of principal or interest of specific Obligations or which relate to the payment of specific fees)) such payments, and and, during any time that a Cash Sweep Instruction is in effect, all proceeds of Accounts or other Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the Term Loan outstanding and, after all Obligations have been paid in full, to Borrowers or such other Person entitled thereto under Applicable Law. (ii) At any time that an Application Event has occurred and is continuing, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows: (A) A. first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities 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. third, 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) under the Loan Documents until paid in full;, (C) third, ratablyD. fourth, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities 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;, (D) fourth, ratablyE. fifth, to pay any fees or premiums then interest due to any in respect of the Lenders under the Loan Documents all Agent Advances, until paid in full;, (E) fifthF. sixth, ratably, ratably to pay interest accrued 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 (Fother than as a result of an acceleration thereof) sixthwith 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 and owing by Parent or its Restricted 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 (whether or not otherwise then due and payable) 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, 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 full, N. fourteenth, if an Event of Default has occurred and (ii) ratablyis continuing, to the Hedge Providers based upon amounts then certified by the applicable Hedge Provider to Agent (in form and substance reasonably satisfactory to Agent) , to be due held by Agent, for the ratable benefit of Issuing Lender and payable those Lenders having a Revolver Commitment, as cash collateral in an amount up to such Hedge Providers on account 105% of Hedge Obligations;the then extant Letter of Credit Usage until paid in full, (G) seventhO. fifteenth, ratably to pay any other Obligations (including Bank Product Obligations;) then due and payable, until paid in full, and (H) eighthP. sixteenth, to Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under Applicable Lawapplicable law. (iiiii) 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). (iviii) In each instance, so long as no Application Event of Default has occurred and is continuing, Section 2.3(b)(i2.4(b) shall not be deemed to apply to any payment made by any Borrower to Agent and Borrowers specified by such Borrower Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement or any other Loan Document. (viv) For purposes of Section 2.3(b)(ii)the foregoing, “paid in full” of a type of Obligation means payment in cash or immediately available funds of all amounts owing on account of such type of Obligationunder 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, irrespective of whether any of or not the foregoing same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (viv) In the event of a direct conflict between the priority provisions of this Section 2.3 2.4 and any other provision provisions contained in this Agreement or 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) So long Except as no Application Event has occurred otherwise provided with respect to Defaulting Lenders and is continuingexcept as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), all aggregate principal and interest payments received by Agent 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 all payments of fees and expenses received by Agent (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 Term Loan type of Commitment or Obligation to which a particular fee or expense relates. All payments to be made hereunder by Borrowers shall be remitted to Agent and all such payments (subject other than payments received while no Default or Event of Default has occurred and is continuing and which relate to Section 2.3(b)(iv) and Section 2.3(ethe payment of principal or interest of specific Obligations or which relate to the payment of specific fees)) such payments, and all proceeds of Accounts or other Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the Term Loan outstanding and, after all Obligations have been paid in full, to Borrowers or such other Person entitled thereto under Applicable Law. (ii) At any time that an Application Event has occurred and is continuing, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows: (A) first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities 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 or premiums 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; (C) third, ratably, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to any of the Lenders under the Loan Documents, until paid in full;, (D) fourth, ratably, to pay any fees or premiums 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 Documents, on a ratable basis, until paid in full;, (E) fifth, ratably, to pay interest accrued due in respect of the Term Loan all Agent Advances, until paid in full;, (F) sixth, ratably to pay interest due in respect of the Advances (other than Agent Advances) and the Swing Loans until paid in full, (G) seventh, to pay the principal of all Agent Advances until paid in full, (H) eighth, to pay the principal of all Swing Loans until paid in full, (I) 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 and owing by Administrative Borrower or its Subsidiaries in respect of Bank Products, until paid in full, (J) tenth, so long as no Event of Default has occurred and is continuing, to pay the principal of all Advances until paid in full, (K) eleventh, if an Event of Default has occurred and is continuing, ratably (i) to pay the outstanding principal balance of the Term Loan all Advances until the Term Loan is paid in full full, and (ii) ratablyto Agent, to be held by Agent, for the Hedge Providers based upon amounts 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 certified by extant Bank Products have been paid in full or the applicable Hedge Provider to Agent cash collateral amount has been exhausted, (in form L) twelfth, if an Event of Default has occurred and substance reasonably satisfactory is continuing, to Agent) , to be due held by Agent, for the ratable benefit of Issuing Lender and payable those Lenders having a Revolver Commitment, as cash collateral in an amount up to such Hedge Providers on account 105% of Hedge Obligations;the then extant Letter of Credit Usage until paid in full, (GM) sevenththirteenth, ratably to pay any other Obligations (including Bank Product Obligations;) until paid in full, and (HN) eighthfourteenth, to Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under Applicable Lawapplicable law. (iiiii) 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(h). (iviii) In each instance, so long as no Application Event of Default has occurred and is continuing, Section 2.3(b)(i2A(b) shall not be deemed to apply to any payment made by any Borrower to Agent and Borrowers specified by such Borrower Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement or any other Loan DocumentAgreement. (viv) For purposes of Section 2.3(b)(ii)the foregoing, “paid in full” of a type of Obligation means payment in cash or immediately available funds of all amounts owing on account of such type of Obligationunder 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, irrespective of whether any of or not the foregoing same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (viv) In the event of a direct conflict between the priority provisions of this Section 2.3 2.4 and any other provision provisions contained in this Agreement or 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) So long Except as no Application Event has occurred otherwise provided with respect to Defaulting Lenders and is continuingexcept as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), all aggregate principal and interest payments received by Agent 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 all payments of fees and expenses received by Agent (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 Loan Commitment or Obligation to which a particular fee or expense relatesLenders. All payments to be made hereunder by Borrowers shall be remitted to Agent and all such payments (subject other than payments that relate to Section 2.3(b)(iv) principal or interest of specific Obligations pursuant to SECTIONS 2.2, 2.4, and Section 2.3(e2.5 or payments constituting the payment of specific fees)) such payments, and all proceeds of Accounts or other Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the Term Loan outstanding and, after all Obligations have been paid in full, to Borrowers or such other Person entitled thereto under Applicable Law. (ii) At any time that an Application Event has occurred and is continuing, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows: (A) firstA. FIRST, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities 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. THIRD, 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) under the Loan Documents until paid in full;, (C) third, ratablyD. FOURTH, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities 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;, (D) fourth, ratablyE. FIFTH, to pay any fees or premiums then interest due to any in respect of the Lenders under the Loan Documents all Agent Advances, until paid in full;, F. SIXTH, ratably to pay interest due in respect of the Advances (Eother than Agent Advances) fifthand the Swing Loans until paid in full, G. SEVENTH, ratablyso 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 accrued due and payable in respect of the Term Loan Loans until paid in full (if 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;, I. NINTH, 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 principal payments due and payable in respect of Term Loan A until paid in full (F) sixthif 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 (if 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, L. TWELFTH, so long as no Event of Default has occurred and is continuing, and at Agent's election (which election will not be made if an Overadvance would be created thereby), to pay amounts then due and owing by the Loan Parties or their Subsidiaries in respect of all Bank Products, until paid in full, M. THIRTEENTH, so long as no Event of Default has occurred and is continuing, to pay the principal of all Advances until paid in full, 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 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, P. 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 A until the Term Loan A is paid in full full, Q. SEVENTEENTH, if an Event of Default has occurred and (ii) ratablyis continuing, to the Hedge Providers based upon amounts then certified by the applicable Hedge Provider to Agent (in form and substance reasonably satisfactory to Agent) to be pay interest due and payable to such Hedge Providers on account and the outstanding principal balance of Hedge Obligations;Term Loan B until Term Loan B is paid in full, (G) seventhR. EIGHTEENTH, ratably to pay any other Obligations (including Bank Product Obligations;) until paid in full, and (H) eighthS. NINETEENTH, to Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under Applicable Lawapplicable law. (iiiii) 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(H). (iviii) In each instance, so long as no Application Event of Default has occurred and is continuing, Section 2.3(b)(iSECTION 2.4(B) shall not be deemed to apply to any payment made by any Borrower to Agent and Borrowers specified by such Borrower Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement or any other Loan DocumentAgreement. (viv) For purposes of Section 2.3(b)(ii)the foregoing, “"paid in full” of a type of Obligation " means payment in cash or immediately available funds of all amounts owing on account of such type of Obligationunder 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, irrespective of whether any of or not 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 2.3 SECTION 2.4 and any other provision provisions contained in this Agreement or 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) So long Except as no Application Event has occurred otherwise provided with respect to Defaulting Lenders and is continuingexcept as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), all aggregate principal and interest payments received by Agent 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 all payments of fees and expenses received by Agent (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 Loan type of Commitment or Obligation to which a particular fee or expense relates. All payments to be made hereunder by Borrowers shall be remitted to Agent and all such payments (subject other than payments received while no Default or Event of Default has occurred and is continuing and which relate to Section 2.3(b)(iv) and Section 2.3(ethe payment of principal or interest of specific Obligations or which relate to the payment of specific fees)) such payments, and all proceeds of Accounts or other Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the Term Loan outstanding and, after all Obligations have been paid in full, to Borrowers or such other Person entitled thereto under Applicable Law. (ii) At any time that an Application Event has occurred and is continuing, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows: (A) A. first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities 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. third, 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) under the Loan Documents until paid in full;, (C) third, ratablyD. fourth, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities 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 (D) fourthother than ----- Agent Advances), ratablyand the Swing Loans until paid in full, J. tenth, 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, K. eleventh, to pay any fees or premiums then due to any of the Lenders under the Loan Documents other Obligations until paid in full;, and -------- (E) fifth, ratablyL. twelfth, to pay interest accrued in respect of the Term Loan until paid in full; Borrower (F) sixth, ratably (i) to pay the outstanding principal balance of the Term Loan until the Term Loan is paid in full and (ii) ratably, be wired to the Hedge Providers based upon amounts then certified by the applicable Hedge Provider to Agent (in form and substance reasonably satisfactory to AgentDesignated Account) to be due and payable to such Hedge Providers on account of Hedge Obligations; (G) seventh, ratably to pay any other Obligations; (H) eighth, to Borrowers or such ------- other Person entitled thereto under Applicable Lawapplicable law. (iiiii) 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). --------------- (iviii) In each instance, so long as no Application Default or Event of Default has occurred and is continuing, Section 2.3(b)(i2.4(b) shall not be deemed to apply to any -------------- payment made by any Borrower to Agent and specified by such Borrower to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement or any other Loan DocumentAgreement. (viv) For purposes of Section 2.3(b)(ii)the foregoing, “"paid in full” of a type of Obligation " means payment in cash or immediately available funds of all amounts owing on account of such type of Obligationunder 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, irrespective of whether any of or not the foregoing same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (viv) In the event of a direct conflict between the priority provisions of this Section 2.3 2.4 and any other provision provisions contained in this Agreement or 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. ------------ -39-

Apportionment and Application. (i) So long Except as no Application Event has occurred otherwise provided with respect to Defaulting Lenders and is continuingexcept as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), all aggregate principal and interest payments received by Agent 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 all payments of fees and expenses received by Agent (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 Loan type of Commitment or Obligation to which a particular fee or expense relates. All payments to be made hereunder by Borrowers shall be remitted to Agent and all such payments (subject other than payments received while no Event of Default has occurred and is continuing and which relate to Section 2.3(b)(iv) and Section 2.3(ethe payment of principal or interest of specific Obligations or which relate to the payment of specific fees)) such payments, and all proceeds of Accounts or other Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the Term Loan outstanding and, after all Obligations have been paid in full, to Borrowers or such other Person entitled thereto under Applicable Law. (ii) At any time that an Application Event has occurred and is continuing, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows: (A) A. first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities 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. third, 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) under the Loan Documents until paid in full;, (C) third, ratablyD. fourth, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities 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 (Dother than Agent Advances) fourthand the Swing Loans until paid in full, G. seventh, ratablyto pay the principal of all Agent Advances ------- until paid in full, H. eighth, to pay the principal of all Swing Loans until ------ paid in full, I. ninth, to pay the principal of all Advances until paid ----- in full, J. tenth, 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 the Lenders, as cash collateral in an amount up to 105% of the then extant Letter of Credit Usage until paid in full, K. eleventh, to pay any fees or premiums then due to any of the Lenders under the Loan Documents other Obligations until paid in -------- full;, and (E) fifth, ratably, to pay interest accrued in respect of the Term Loan until paid in full; (F) sixth, ratably (i) to pay the outstanding principal balance of the Term Loan until the Term Loan is paid in full and (ii) ratably, to the Hedge Providers based upon amounts then certified by the applicable Hedge Provider to Agent (in form and substance reasonably satisfactory to Agent) to be due and payable to such Hedge Providers on account of Hedge Obligations; (G) seventh, ratably to pay any other Obligations; (H) eighthL. twelfth, to Borrowers (to be wired to the applicable ------- Borrower's Designated Account) or such other Person entitled thereto under Applicable Lawapplicable law. (iiiii) 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(h). -------------- (iviii) In each instance, so long as no Application Event of Default has occurred and is continuing, Section 2.3(b)(i2.4(b) shall not be deemed to -------------- apply to any payment made by any Borrower to Agent and Borrowers specified by such Borrower Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement or any other Loan DocumentAgreement. (viv) For purposes of Section 2.3(b)(ii)the foregoing, “"paid in full” of a type of Obligation " means payment in cash or immediately available funds of all amounts owing on account of such type of Obligationunder 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, irrespective of whether any of or not the foregoing same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (viv) In the event of a direct conflict between the priority provisions of this Section 2.3 2.4 and any other provision provisions contained in this Agreement or ----------- 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) So long Except as no Application Event has occurred otherwise provided with respect to Defaulting Lenders and is continuingexcept as may otherwise be agreed among the Lenders, all aggregate principal and interest payments received by Agent 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 all payments of the fees and expenses received by Agent (other than fees or expenses that are designated for Administrative Agent’s sole and separate accountaccount after giving effect to any 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 Term Loan Commitment or Obligation Obligations to which a particular fee such fees and expenses relate held by each Lender). Except as otherwise provided in clause (b)(iii) below or expense relates. All Section 2.3(c)(i), (ii) and (iii), all payments to be made hereunder by Borrowers shall be remitted to Administrative Agent and all (subject such payments not relating to Section 2.3(b)(iv) and Section 2.3(e)) such paymentsprincipal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by AgentAdministrative Agent after the occurrence of an Event of Default, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the Term Loan outstanding and, after all Obligations have been paid in full, to Borrowers or such other Person entitled thereto under Applicable Law. (ii) At any time that an Application Event has occurred and is continuing, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows: (A) first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to Administrative Agent or any of the Lenders under the Loan DocumentsDocuments (other than Lender Hedging Agreements), until paid in full;, (B) second, to pay any fees or premiums then due to Administrative Agent under the Loan Documents until paid in full; (C) thirdfor its separate account, ratably, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due after giving effect to any of agreements between Administrative Agent and the Lenders individual Lenders) under the Loan Documents, until paid in full;, (C) third, to pay any fees then due to any or all of the Lenders (after giving effect to any agreements between Administrative Agent and individual Lenders) under the Loan Documents (other than Lender Hedging Agreements), on a ratable basis, until paid in full, (D) fourth, ratably, ratably to pay any fees or premiums then accrued interest due to any in respect of the Lenders under the Loan Documents Loans, until paid in full;, (E) fifth, ratably, ratably to pay interest accrued in respect all outstanding principal amounts of the Term Loan Loans then due and payable, until paid in full;, (F) sixth, ratably (i) ratably, to pay the outstanding principal balance of the Term Loan Make-Whole Premium or any Prepayment Premium then due and owing by Borrower or its Subsidiaries, until the Term Loan is paid in full and (ii) ratably, to the Hedge Providers based upon amounts then certified by the applicable Hedge Provider to Agent (in form and substance reasonably satisfactory to Agent) to be due and payable to such Hedge Providers on account of Hedge Obligations;full, (G) seventh, ratably ratably, to pay any other Obligations;all Lender Hedging Obligations then due and owing by Borrower or its Subsidiaries, (H) eighth, to Borrowers pay any other Obligations (including the provision of amounts to Administrative Agent, to be held by Administrative Agent, for the benefit of the Lenders and Lender-Related Persons, as cash collateral in an amount up to the amount determined by Administrative Agent in its reasonable discretion as the amount necessary to secure Borrower’s and its Subsidiaries’ Lender Hedging Obligations), until paid in full, and (I) ninth, to Borrower (to be remitted by wire transfer to an account designated by Borrower) or such other Person entitled thereto under Applicable Lawapplicable 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. (iiiii) 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. (iviii) In each instance, so long as no Application Default or Event of Default has occurred and is continuing, this Section 2.3(b)(i2.3(b) shall not be deemed to apply to any payment made by any Borrower to Agent and specified by such Borrower to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement or any other Loan DocumentAgreement. (v) For purposes of Section 2.3(b)(ii), “paid in full” of a type of Obligation means payment in cash or immediately available funds of all amounts owing on account of such type of Obligation, including interest accrued after the commencement of any Insolvency Proceeding, default interest, interest on interest, and expense reimbursements, irrespective of whether any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (vi) In the event of a direct conflict between the priority provisions of this Section 2.3 and any other provision contained in this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other.

Apportionment and Application. (i) So long Except as no Application Event has occurred otherwise provided with respect to Defaulting Lenders and is continuingexcept as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), all aggregate principal and interest payments received by Agent 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 all payments of fees and expenses received by Agent (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 Loan Commitment or Obligation to which a particular fee or expense relatesLenders. All Except as set forth in sections (c), (d) and (e) below hereof, all payments to be made hereunder by Borrowers shall be remitted to Agent and all such payments (subject other than payments received while no Default or Event of Default has occurred and is continuing and which relate to Section 2.3(b)(iv) and Section 2.3(ethe payment of principal or interest of specific Obligations or which relate to the payment of specific fees)) such payments, and all proceeds of Accounts or other Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the Term Loan outstanding and, after all Obligations have been paid in full, to Borrowers or such other Person entitled thereto under Applicable Law. (ii) At any time that an Application Event has occurred and is continuing, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows: (A) first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to Agent or Issuing Lender 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 or premiums then 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; (C) third, ratably, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to any of the Lenders under the Loan Documents, until paid in full;, (D) fourth, ratably, to pay any fees or premiums 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 Documents, on a ratable basis, until paid in full;, (E) fifth, ratably, to pay interest accrued due in respect of the Term Loan all Agent Advances, until paid in full;, (F) sixth, ratably (i) to pay the outstanding principal balance interest due in respect of the Term Loan Advances (other than Agent Advances) and the Swing Loans until the Term Loan is paid in full and (ii) ratably, to the Hedge Providers based upon amounts then certified by the applicable Hedge Provider to Agent (in form and substance reasonably satisfactory to Agent) to be due and payable to such Hedge Providers on account of Hedge Obligations;full, (G) seventh, ratably to pay any other Obligations;the principal of all Agent Advances until paid in full, (H) eighth, to Borrowers pay the principal of all Swing Loans until paid in full, (I) ninth, to pay the principal of all Advances until paid in full, (J) tenth, 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 the Lenders, as cash collateral in an amount up to 105% of the then extant Letter of Credit Usage until paid in full, (K) eleventh, to pay any other Obligations owing to any of Agent or Lenders until paid in full, and (L) twelfth, to Administrative Borrower (to be wired to the Designated Account) or such other Person (including the Court) entitled thereto under Applicable Lawapplicable law. (iiiii) 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(h). (iviii) In each instance, so long as no Application Default or Event of Default has occurred and is continuing, Section 2.3(b)(i2.4(b) shall not be deemed to apply to any payment made by any Borrower to Agent and Borrowers specified by such Borrower Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement or any other Loan DocumentAgreement. (viv) For purposes of Section 2.3(b)(ii)the foregoing, “"paid in full” of a type of Obligation " means payment in cash or immediately available funds of all amounts owing on account of such type of Obligationunder 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, irrespective of whether any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (viv) In the event of a direct conflict between the priority provisions of this Section 2.3 2.4 and any other provision provisions contained in this Agreement or 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) So long Except as no Application Event has occurred otherwise provided with respect to Defaulting Lenders and is continuingexcept as may otherwise be agreed among the Lenders, all aggregate principal and interest payments received by Agent 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 all payments of the fees and expenses received by Agent (other than fees or expenses that are designated for Administrative Agent’s 's sole and separate accountaccount after giving effect to any 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 Term Loan Commitment or Obligation Obligations to which a particular fee such fees and expenses relate held by each Lender). Except as otherwise provided in clause (b)(iii) below or expense relates. All Section 2.3(c)(i), (ii) and (iii), all payments to be made hereunder by Borrowers shall be remitted to Administrative Agent and all (subject such payments not relating to Section 2.3(b)(iv) and Section 2.3(e)) such paymentsprincipal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by AgentAdministrative Agent after the occurrence of an Event of Default, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the Term Loan outstanding and, after all Obligations have been paid in full, to Borrowers or such other Person entitled thereto under Applicable Law. (ii) At any time that an Application Event has occurred and is continuing, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows: (A) first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to Administrative Agent or any of the Lenders under the Loan DocumentsDocuments (other than Lender Hedging Agreements), until paid in full;, (B) second, to pay any fees or premiums then due to Administrative Agent under the Loan Documents until paid in full; (C) thirdfor its separate account, ratably, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due after giving effect to any of agreements between Administrative Agent and the Lenders individual Lenders) under the Loan Documents, until paid in full;, (C) third, to pay any fees then due to any or all of the Lenders (after giving effect to any agreements between Administrative Agent and individual Lenders) under the Loan Documents (other than Lender Hedging Agreements), on a ratable basis, until paid in full, (D) fourth, ratably, ratably to pay any fees or premiums then accrued interest due to any in respect of the Lenders under the Loan Documents Tranche A Loans and Tranche B Loans, until paid in full;, (E) fifth, ratably, ratably to pay interest accrued in respect all outstanding principal amounts of the Term Loan Tranche A Loans and Tranche B Loans then due and payable, until paid in full;, (F) sixth, ratably (i) ratably, to pay the outstanding principal balance of the Term Loan Make-Whole Premium or any Prepayment Premium then due and owing by Borrower or its Subsidiaries, until the Term Loan is paid in full and (ii) ratably, to the Hedge Providers based upon amounts then certified by the applicable Hedge Provider to Agent (in form and substance reasonably satisfactory to Agent) to be due and payable to such Hedge Providers on account of Hedge Obligations;full, (G) seventh, ratably ratably, to pay any other Obligations;all Lender Hedging Obligations then due and owing by Borrower or its Subsidiaries, (H) eighth, to Borrowers pay any other Obligations (including the provision of amounts to Administrative Agent, to be held by Administrative Agent, for the benefit of the Lenders and Lender-Related Persons, as cash collateral in an amount up to the amount determined by Administrative Agent in its reasonable discretion as the amount necessary to secure ▇▇▇▇▇▇▇▇'s and its Subsidiaries' Lender Hedging Obligations), until paid in full, and (I) ninth, to Borrower (to be remitted by wire transfer to an account designated by Borrower) or such other Person entitled thereto under Applicable Lawapplicable 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. (iiiii) 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. (iviii) In each instance, so long as no Application Default or Event of Default has occurred and is continuing, this Section 2.3(b)(i2.3(b) shall not be deemed to apply to any payment made by any Borrower to Agent and specified by such Borrower to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement or any other Loan DocumentAgreement. (v) For purposes of Section 2.3(b)(ii), “paid in full” of a type of Obligation means payment in cash or immediately available funds of all amounts owing on account of such type of Obligation, including interest accrued after the commencement of any Insolvency Proceeding, default interest, interest on interest, and expense reimbursements, irrespective of whether any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (vi) In the event of a direct conflict between the priority provisions of this Section 2.3 and any other provision contained in this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other.

Apportionment and Application. (i) So long Except as no Application Event has occurred otherwise provided with respect to Defaulting Lenders and is continuingexcept as may otherwise be agreed among the Lenders, all aggregate principal and interest payments received by Agent 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 all payments of the fees and expenses received by Agent (other than fees or expenses that are designated for Administrative Agent’s sole and separate accountaccount after giving effect to any 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 Term Loan Commitment or Obligation Obligations to which a particular fee such fees and expenses relate held by each Lender). Except as otherwise provided in clause (b)(iii) below or expense relates. All Section 2.4(c)(i), (ii) and (iii), all payments to be made hereunder by Borrowers shall be remitted to Administrative Agent and all (subject such payments not relating to Section 2.3(b)(iv) and Section 2.3(e)) such paymentsprincipal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by AgentAdministrative Agent after the occurrence of an Event of Default, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the Term Loan outstanding and, after all Obligations have been paid in full, to Borrowers or such other Person entitled thereto under Applicable Law. (ii) At any time that an Application Event has occurred and is continuing, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows: (A) first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to Administrative Agent under the Loan Documents, until paid in full; (B) second, to pay any fees or premiums then due to Agent under the Loan Documents until paid in full; (C) third, ratably, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to any of the Lenders under the Loan Documents, 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, (C) third, to pay any fees then due to any or all of the Lenders (after giving effect to any agreements between Administrative Agent and individual Lenders) under the Loan Documents, on a ratable basis, until paid in full, (D) fourth, ratably, ratably to pay any fees or premiums then accrued interest due to any in respect of the Lenders under the Loan Documents Loans, until paid in full;, (E) fifth, ratably, ratably to pay interest accrued in respect all outstanding principal amounts of the Term Loan Loans then due and payable, until paid in full;, ▇▇▇▇▇▇ Energy Loan Agreement (F) sixth, ratably (i) ratably, to pay the outstanding principal balance of the Term Loan Make-Whole Premium then due and owing by Borrower or its Subsidiaries, until the Term Loan is paid in full and (ii) ratably, to the Hedge Providers based upon amounts then certified by the applicable Hedge Provider to Agent (in form and substance reasonably satisfactory to Agent) to be due and payable to such Hedge Providers on account of Hedge Obligations;full, (G) seventh, ratably ratably, to pay any other Obligations;all Lender Hedging Obligations then due and owing by Borrower or its Subsidiaries, (H) eighth, to Borrowers pay any other Obligations (including the provision of amounts to Administrative Agent, to be held by Administrative Agent, for the benefit of the Lenders and Lender Related Persons, as cash collateral in an amount up to the amount determined by Administrative Agent in its reasonable discretion as the amount necessary to secure Borrower’s and its Subsidiaries’ Lender Hedging Obligations), until paid in full, and (I) ninth, to Borrower (to be remitted by wire transfer to an account designated by Borrower) or such other Person entitled thereto under Applicable Lawapplicable 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. (iiiii) 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. (iviii) In each instance, so long as no Application Default or Event of Default has occurred and is continuing, Section 2.3(b)(i2.4(b) shall not be deemed to apply to any payment made by any Borrower to Agent and specified by such Borrower to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement or any other Loan DocumentAgreement. (v) For purposes of Section 2.3(b)(ii), “paid in full” of a type of Obligation means payment in cash or immediately available funds of all amounts owing on account of such type of Obligation, including interest accrued after the commencement of any Insolvency Proceeding, default interest, interest on interest, and expense reimbursements, irrespective of whether any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (vi) In the event of a direct conflict between the priority provisions of this Section 2.3 and any other provision contained in this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other.

Apportionment and Application. (i) So long Except as no Application Event has occurred otherwise provided with respect to Defaulting Lenders and is continuingexcept as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), all aggregate principal and interest payments received by Agent 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 all payments of fees and expenses received by Agent (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 Loan type of Commitment or Obligation to which a particular fee or expense relates. All payments to be made hereunder by Borrowers shall be remitted to Agent and all such payments (subject other than payments received while no Default or Event of Default has occurred and is continuing and which relate to Section 2.3(b)(iv) and Section 2.3(ethe payment of principal or interest of specific Obligations or which relate to the payment of specific fees)) such payments, and all proceeds of Accounts or other Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the Term Loan outstanding and, after all Obligations have been paid in full, to Borrowers or such other Person entitled thereto under Applicable Law. (ii) At any time that an Application Event has occurred and is continuing, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows: (A) first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities 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 or premiums 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; (C) third, ratably, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to any of the Lenders under the Loan Documents, until paid in full;, (D) fourth, ratably, to pay any fees or premiums 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 Documents, on a ratable basis, until paid in full;, (E) fifth, ratably, to pay interest accrued due in respect of the Term Loan all Agent Advances, until paid in full;, (F) sixth, ratably to pay interest due in respect of the Advances (other than Agent Advances) and the Swing Loans until paid in full, (G) seventh, to pay the principal of all Agent Advances until paid in full, (H) eighth, to pay the principal of all Swing Loans until paid in full, (I) 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 and owing by Borrower Representative or its Subsidiaries in respect of Bank Products, until paid in full, (J) tenth, so long as no Event of Default has occurred and is continuing, to pay the principal of all Advances until paid in full (which payments shall be applied first, to Base Rate Loans and then, to LIBOR Rate Loans), (K) eleventh, if an Event of Default has occurred and is continuing, ratably (i) to Agent, (1) to pay the outstanding principal balance of all Advances until paid in full and (2) 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 Term Loan then extant Letter of Credit Usage until the Term Loan is paid in full and (ii) ratablyto Agent, to be held by Agent, for the Hedge Providers based upon amounts benefit of ▇▇▇▇▇ 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 Products Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until Borrower Representative's and its Subsidiaries' obligations in respect of the then certified by extant Bank Products have been paid in full or the applicable Hedge Provider to Agent (in form and substance reasonably satisfactory to Agent) to be due and payable to such Hedge Providers on account of Hedge Obligations;cash collateral amount has been exhausted, (GL) seventhtwelfth, ratably to pay any other Obligations (including Bank Product Obligations;) then due until paid in full, and (HM) eighththirteenth, to Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under Applicable Lawapplicable law. (iiiii) 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(h). (iviii) In each instance, so long as no Application Event of Default has occurred and is continuing, Section 2.3(b)(i2.4(b) shall not be deemed to apply to any payment made by any Borrower to Agent and Borrowers specified by such Borrower Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement or any other Loan DocumentAgreement. (viv) For purposes of Section 2.3(b)(ii)the foregoing, “"paid in full” of a type of Obligation " means payment in cash or immediately available funds of all amounts owing on account of such type of Obligationunder 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, irrespective of whether any of or not the foregoing same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (viv) In the event of a direct conflict between the priority provisions of this Section 2.3 2.4 and any other provision provisions contained in this Agreement or 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) So long Except as no Application Event has occurred and is continuingmay otherwise be agreed among Lenders, all aggregate principal and interest payments received by Agent 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 all payments of the fees and expenses received by Agent (other than fees or expenses that are designated for Administrative Agent’s sole and separate accountaccount after giving effect to any agreement with Lenders) shall shall, as applicable, be apportioned ratably among Lenders (according to the Lenders having a Pro Rata Share unpaid principal balance of the Term Loan Commitment or Obligation Obligations to which a particular fee such fees and expenses relate held by each Lender). Except as otherwise provided in clause (b)(iii) below or expense relates. All Section 2.3(c)(i), (ii) and (iii), all payments to be made hereunder by Borrowers shall be remitted to Administrative Agent and all (subject such payments not relating to Section 2.3(b)(iv) and Section 2.3(e)) such paymentsprincipal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by AgentAdministrative Agent after the occurrence of an Event of Default, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the Term Loan outstanding and, after all Obligations have been paid in full, to Borrowers or such other Person entitled thereto under Applicable Law. (ii) At any time that an Application Event has occurred and is continuing, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows: (A) first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to Administrative Agent or any of Lenders under the Loan Documents, until paid in full;, (B) second, to pay any fees or premiums then due to Administrative Agent under the Loan Documents until paid in full; (C) thirdfor its separate account, ratably, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due after giving effect to any of agreements between Administrative Agent and the Lenders individual Lenders) under the Loan Documents, until paid in full;, (C) third, to pay any fees then due to any or all of Lenders (after giving effect to any agreements between Administrative Agent and individual Lenders) under the Loan Documents, on a ratable basis, until paid in full, (D) fourth, ratably, ratably to pay any fees or premiums then accrued and unpaid Cash Interest and PIK Interest due to any in respect of the Lenders under the Loan Documents Loans, until paid in full;, (E) fifth, ratably, ratably to pay interest accrued in respect all outstanding principal amounts of the Term Loan Loans then due and payable, until paid in full;, (F) sixth, ratably (i) ratably, to pay the outstanding principal balance of Make-Whole Premium, the Term Loan Non-Call Make Whole Premium or any Prepayment Premium then due and owing by Borrowers, until the Term Loan is paid in full and (ii) ratably, to the Hedge Providers based upon amounts then certified by the applicable Hedge Provider to Agent (in form and substance reasonably satisfactory to Agent) to be due and payable to such Hedge Providers on account of Hedge Obligations;full, (G) seventheighth, ratably to pay any other Obligations;, until paid in full, and (H) eighthninth, to Borrowers (to be remitted by wire transfer to an account designated by Borrower Representative) or such other Person entitled thereto under Applicable Lawapplicable 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. (iiiii) Administrative Agent promptly shall distribute to each LenderLender at such account and address as provided in the Register, pursuant to the applicable wire instructions received from each Lender in writingas applicable, such funds as it may be entitled to receive. (iviii) In each instance, so long as no Application Default or Event of Default has occurred and is continuing, this Section 2.3(b)(i2.3(b) shall not be deemed to apply to any payment made by any Borrower to Agent and Borrowers specified by such Borrower Representative to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement or any other Loan DocumentAgreement. (v) For purposes of Section 2.3(b)(ii), “paid in full” of a type of Obligation means payment in cash or immediately available funds of all amounts owing on account of such type of Obligation, including interest accrued after the commencement of any Insolvency Proceeding, default interest, interest on interest, and expense reimbursements, irrespective of whether any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (vi) In the event of a direct conflict between the priority provisions of this Section 2.3 and any other provision contained in this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other.

Apportionment and Application. (i) So long Except as no Application Event has occurred otherwise provided with respect to Defaulting Lenders and is continuingexcept as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), all aggregate principal and interest payments received by Agent 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 all payments of fees and expenses received by Agent (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 Term Loan type of Commitment or Obligation to which a particular fee or expense relates. All payments to be made hereunder by Borrowers shall be remitted to Agent and all such payments (subject other than payments received while no Default or Event of Default has occurred and is continuing and which relate to Section 2.3(b)(iv) and Section 2.3(ethe payment of principal or interest of specific Obligations or which relate to the payment of specific fees)) such payments, and all proceeds of Accounts or other Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the Term Loan outstanding and, after all Obligations have been paid in full, to Borrowers or such other Person entitled thereto under Applicable Law. (ii) At any time that an Application Event has occurred and is continuing, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows: (A) A. first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities 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. third, 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) under the Loan Documents until paid in full;, (C) third, ratablyD. fourth, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities 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;, (D) fourth, ratablyE. fifth, to pay any fees or premiums then interest due to any in respect of the Lenders under the Loan Documents all Agent Advances, until paid in full;, (E) fifthF. sixth, ratably, ratably to pay interest accrued 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 (Fother than as a result of an acceleration thereof) sixthwith 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 and owing in respect of Bank Product Obligations 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, 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 outstanding principal balance of the Term Loan all Advances until the Term Loan is paid in full full, and (ii) ratablyto Agent, to the Hedge Providers based upon amounts then certified be held by the applicable Hedge Provider to Agent (in form and substance reasonably satisfactory to Agent) to be due and payable to such Hedge Providers on account of Hedge Obligations; (G) seventh, ratably to pay any other Obligations; (H) eighth, to Borrowers or such other Person entitled thereto under Applicable Law. (iii) 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. (iv) In each instance, so long as no Application Event has occurred and is continuing, Section 2.3(b)(i) shall not apply to any payment made by any Borrower to Agent and specified by such Borrower to be for the payment ratable benefit of specific Obligations Issuing Lender and those Lenders having a Revolver Commitment, as cash collateral in an amount up to 105% of the then due and payable (or prepayable) under any provision extant Letter of this Agreement or any other Loan Document. (v) For purposes of Section 2.3(b)(ii), “Credit Usage until paid in full” of a type of Obligation means payment in cash or immediately available funds of all amounts owing on account of such type of Obligation, including interest accrued after the commencement of any Insolvency Proceeding, default interest, interest on interest, and expense reimbursements, irrespective of whether any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (vi) In the event of a direct conflict between the priority provisions of this Section 2.3 and any other provision contained in this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other.,

Apportionment and Application. (i) So long Except as no Application Event has occurred otherwise provided with respect to Defaulting Lenders and is continuingexcept as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), all aggregate principal and interest payments received by Agent 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 all payments of fees and expenses received by Agent (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 Loan type of Commitment or Obligation to which a particular fee or expense relates. All Except as provided in Section 2.2 of this Agreement with respect to prepayments of the Term Loan, payments to be made hereunder by Borrowers shall be remitted to Agent and all (subject to Section 2.3(b)(iv) and Section 2.3(e)) such payments, and all proceeds of Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the Term Loan outstanding and, after all Obligations have been paid in full, to Borrowers or such other Person entitled thereto under Applicable Law. (ii) At any time that an Application Event has occurred and is continuing, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows: (A) first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities 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 or premiums 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; (C) third, ratably, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to any of the Lenders under the Loan Documents, until paid in full;, (D) fourth, ratably, to pay any fees or premiums 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 Documents, on a ratable basis, until paid in full;, (E) fifth, ratably, to pay interest accrued 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;, (FG) sixthseventh, 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 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'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, (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 and (ii) ratably, to the Hedge Providers based upon amounts then certified by the applicable Hedge Provider to Agent (in form and substance reasonably satisfactory to Agent) to be due and payable to such Hedge Providers on account of Hedge Obligations;full, (GN) seventhfourteenth, ratably if an Event of Default has occurred and is continuing, to pay any other Obligations;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's and its Subsidiaries' obligations in respect of the then extant Bank Products), and (HO) eighthfifteenth, to Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under Applicable Lawapplicable law. (iiiii) 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). (iviii) In each instance, so long as no Application Event of Default has occurred and is continuing, this Section 2.3(b)(i2.4(b) shall not be deemed to apply to any payment made by any Borrower to Agent and Borrowers specified by such Borrower Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement or any other Loan DocumentAgreement. (viv) For purposes of Section 2.3(b)(ii)the foregoing, “"paid in full” of a type of Obligation " means payment in cash or immediately available funds of all amounts owing on account of such type of Obligationunder 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, irrespective of whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (viv) In the event of a direct conflict between the priority provisions of this Section 2.3 2.4 and any other provision provisions contained in this Agreement or 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) So long Except as no Application Event has occurred otherwise provided with respect to Defaulting Lenders and is continuingexcept as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), all aggregate principal and interest payments received by Agent 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 all payments of fees and expenses received by Agent (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 Term Loan type of Commitment or Obligation to which a particular fee or expense relates. All payments to be made hereunder by Borrowers shall be remitted to Agent and all such payments (subject other than payments received while no Default or Event of Default has occurred and is continuing and which relate to Section 2.3(b)(iv) and Section 2.3(ethe payment of principal or interest of specific Obligations or which relate to the payment of specific fees)) such payments, and all proceeds of Accounts or other Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the Term Loan outstanding and, after all Obligations have been paid in full, to Borrowers or such other Person entitled thereto under Applicable Law. (ii) At any time that an Application Event has occurred and is continuing, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows: (A) first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities 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 or premiums 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; (C) third, ratably, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to any of the Lenders under the Loan Documents, until paid in full;, (D) fourth, ratably, to pay any fees or premiums 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 Documents, on a ratable basis, until paid in full;, (E) fifth, ratably, to pay interest accrued due in respect of the Term Loan all Agent Advances, until paid in full;, (F) sixth, ratably to pay interest due in respect of the Advances (other than Agent Advances) and the Swing Loans until paid in full, (G) seventh, to pay the principal of all Agent Advances until paid in full, (H) eighth, to pay the principal of all Swing Loans until paid in full, (I) 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 and owing by Administrative Borrower or its Subsidiaries in respect of Bank Products, until paid in full, (J) tenth, so long as no Event of Default has occurred and is continuing, to pay the principal of all Advances until paid in full, (K) eleventh, if an Event of Default has occurred and is continuing, ratably (i) to pay the outstanding principal balance of the Term Loan all Advances until the Term Loan is paid in full full, and (ii) ratablyto Agent, to be held by Agent, for the Hedge Providers based upon amounts 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 certified by extant Bank Products have been paid in full or the applicable Hedge Provider to Agent (in form and substance reasonably satisfactory to Agent) to be due and payable to such Hedge Providers on account of Hedge Obligations;cash collateral amount has been exhausted, (GL) seventhtwelfth, ratably to pay any other Obligations; (H) eighth, to Borrowers or such other Person entitled thereto under Applicable Law. (iii) 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. (iv) In each instance, so long as no Application if an Event of Default has occurred and is continuing, Section 2.3(b)(i) shall not apply to any payment made by any Borrower to Agent and specified by such Borrower Agent, to be held by Agent, for the payment ratable benefit of specific Obligations Issuing Lender and those Lenders having a Revolver Commitment, as cash collateral in an amount up to 105% of the then due and payable (or prepayable) under any provision extant Letter of this Agreement or any other Loan Document. (v) For purposes of Section 2.3(b)(ii), “Credit Usage until paid in full” of a type of Obligation means payment in cash or immediately available funds of all amounts owing on account of such type of Obligation, including interest accrued after the commencement of any Insolvency Proceeding(M) thirteenth, default interest, interest on interest, and expense reimbursements, irrespective of whether any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (vi) In the event of a direct conflict between the priority provisions of this Section 2.3 and to pay any other provision contained Obligations (including Bank Product Obligations) until paid in this Agreement or any other Loan Documentfull, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other.and

Apportionment and Application. (i) So long Except as no Application Event has occurred otherwise provided with respect to Defaulting Lenders and is continuingexcept as otherwise provided in the Loan Documents (including agreements between Agent and individual Lenders), all aggregate principal and interest payments received by Agent 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 all payments of fees and expenses received by Agent (other than fees or expenses that are for Agent’s separate account, after giving effect to any agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders having a Pro Rata Share of the Term Loan type of Commitment or Revolver Obligation to which a particular fee or expense relates. All payments to be made hereunder by Borrowers shall be remitted to Agent and all (subject to Section 2.3(b)(iv) and Section 2.3(e)) such payments, and all proceeds of Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the Term Loan outstanding and, after all Obligations have been paid in full, to Borrowers or such other Person entitled thereto under Applicable Law. (ii) At any time that an Application Event has occurred and is continuing, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows: (A) first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then all letter of credit fees and accrued interest due with respect to Agent under the Loan Documents, LC Facility Letters of Credit until paid in full;, (B) second, to pay any fees or premiums then due to Agent under the Loan Documents all unreimbursed LC Facility L/C Disbursements until paid in full;, (C) third, ratablyif 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 (including cost or expense reimbursements) or indemnities then due to Agent or any of the Lenders under the Loan Documents, until paid in full;, (DE) fourthfifth, ratably, ratably to pay any 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 until paid in full; (E) fifth, ratably, to pay interest accrued in respect of the Term Loan until paid in full;, (F) sixth, to pay interest due in respect of all Protective Advances until paid in full, (G) seventh, 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 Protective Advances) and the Swing 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 any Bank Product Obligations then due and owing, until paid in full, (K) twelfth, so long as no Event of Default has occurred and is continuing, to pay the principal of all Advances until paid in full, (L) thirteenth, if an Event of Default has occurred and is continuing, ratably (i) to pay the outstanding principal balance 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 Commitment, as cash collateral in an amount up to 105% of the Term Loan 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 the Term Loan is Bank Product Obligations have been paid in full and (ii) ratably, to or the Hedge Providers based upon amounts then certified by the applicable Hedge Provider to Agent (in form and substance reasonably satisfactory to Agent) to be due and payable to such Hedge Providers on account of Hedge Obligations;cash collateral amount therefor has been exhausted, (GM) seventhfourteenth, ratably 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 the Bank Product Obligations;), and (HN) eighthfifteenth, to Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under Applicable Lawapplicable law. (iiiii) 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(e). (iviii) In each instance, so long as no Application Event of Default has occurred and is continuing, this Section 2.3(b)(i2.4(b) shall not apply to any payment made by any Borrower Borrowers to Agent and specified by such Borrower Borrowers to be for the payment of specific Revolver Obligations then due and payable (or prepayable) under any provision of this Agreement or any other Loan DocumentAgreement. (viv) For purposes of Section 2.3(b)(ii)the foregoing, “paid in full” of a type of Obligation means payment in cash or immediately available funds of all amounts owing on account of such type of Obligationunder 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, irrespective of whether or not any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (viv) In the event of a direct conflict between the priority provisions of this Section 2.3 2.4 and any other provision provisions contained in this Agreement or 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. (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.