Common use of Application and Allocation of Payments Clause in Contracts

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a); and (iv) mandatory prepayments shall be applied as set forth in Sections 1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or Event of Default has occurred and is continuing or following the Commitment Termination Date, Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders), payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; and (6) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 11.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a); and (iv) mandatory prepayments shall be applied as set forth in Sections 1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or Event of Default has occurred and is continuing or following the Commitment Termination Date, Borrower hereby irrevocably waives the right to direct the application of any and all payments at any time or times hereafter received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the then due and payable Obligations and in repayment of the Revolving Credit Loan, Letter of Credit Obligations and other Obligations as Agent may deem advisable notwithstanding any previous entry by Agent advisable. Notwithstanding the foregoing, in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with or if an Event of Default shall have occurred and be continuing, the concurrence of Requisite Lenders), payments same shall be applied to amounts then due and payable in the following order: (1a) the principal of any Revolving Credit Advances made by Agent under Section 1.13(a); (b) then due and payable Fees, expenses and other Obligations owing to Agent; (c) then due and payable Fees and Agent's expenses reimbursable hereunderof Lenders; (2d) to then due and payable interest payments on the Swing Line Revolving Credit Loan in accordance with Section 1.13(d); (e) other than the principal described in clause (a) above, principal of the Revolving Credit Loan; (3f) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and to provide cash collateral for any Letter of Credit Obligations in the manner described set forth in Annex BF, ratably (g) Obligations to Lenders other than Fees, expenses and interest and principal payments; and (h) to the aggregateextent there are no other Obligations then due and payable, combined principal to Borrower or its successors or assigns or as a court of competent jurisdiction may direct. Agent on behalf of Lenders is authorized to, and at its option may, make or cause to be made Revolving Credit Advances by Lenders on behalf of Borrower for payment of all Fees, expenses, charges, costs, principal, interest or other Obligations then due and payable by Borrower under this Agreement or any of the Loan Documents (including any payments made by Agent under Section 5.5(a) or any costs or expenses payable by Borrower under Section 11.2), even if the conditions precedent in Section 2.2 have not been satisfied with respect to such Revolving Credit Advance, including if the making of such Revolving Credit Advances causes the outstanding balance of the other Loans and outstanding Letter of Revolving Credit Obligations; and (6) Loan to all other Obligations, including expenses of Lenders to exceed the extent reimbursable under Section 11.3Borrowing Availability.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific regularly scheduled payments then due shall be applied to those scheduled payments; , (iiiii) voluntary prepayments shall be applied as determined by Borrower, subject to in accordance with the provisions of Section 1.3(a2.3(a); , and (iviii) mandatory prepayments shall be applied as set forth in Sections 1.3(cSection 2.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and . All voluntary prepayments shall be applied as directed by Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and recordsRepresentative. In all circumstances after an Event of Default, subject to the absence ABL Intercreditor Agreement, all payments and proceeds of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders), payments Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's ’s and Co-Collateral Agents’ expenses reimbursable hereunderhereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documents; (2) to interest on the Swing Line LoanLoans; (3) to principal payments on the Swing Line LoanLoans; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and to provide (or cash collateral for with respect to the Letter of Credit Obligations in the manner described in Annex BObligations), ratably in proportion to the aggregate, combined principal balance of such Loan and the other Loans and outstanding Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payable; and (67) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 11.312.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by BorrowerBorrower Representative, subject to the provisions of Section 1.3(a); and (iviii) mandatory prepayments shall be applied as set forth in Sections 1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata ShareSection 1.3. As to any other payment, and as to all payments made when a Default or an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders)thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: (1) first, to Fees and Agent's reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documents; second, to Fees and any other fees and reimbursable hereunderexpenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; (2) third, to interest then due and payable on the Swing Line Loan; (3) fourth, to the principal payments on balance of the Swing Line LoanLoan until the same has been repaid in full; (4) fifth, to interest then due and payable on the other LoansRevolving Credit Advances; sixth, ratably in proportion to the interest accrued as outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to each Loan; (5) to principal payments on the other Loans and any Letter of Credit Obligations, to provide cash collateral for therefor in the manner set forth in Annex B; and last to all other Obligations not described in clauses first through seventh, pro rata to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner described set forth in Annex B, ratably to the aggregate, combined principal balance B and all obligations of the other Loans and outstanding Letter of Credit Obligations; and (6) to all other Obligations, including expenses of Lenders to the extent reimbursable such Borrower under Section 11.3its Hedging Agreements have been paid in full.

Application and Allocation of Payments. (a) So long as no Default or Event After the exercise of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received remedies provided for in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by BorrowerSection 9.2, subject to any Applicable Intercreditor Agreement then in effect, the provisions of Section 1.3(a); and (iv) mandatory prepayments Administrative Agent shall be applied as set forth in Sections 1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or Event of Default has occurred and is continuing or following the Commitment Termination Date, Borrower hereby irrevocably waives the right to direct the application of apply any and all payments received from or on behalf by Administrative Agent in respect of Borrowerthe Obligations, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry proceeds of Collateral received by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders)Administrative Agent, payments shall be applied to amounts then due and payable in the following order: first, to all fees, costs, indemnities, and expenses due and payable to Administrative Agent under the Loan Documents; second, to all fees, costs, indemnities, and expenses due and payable to any Lender (1including Swingline Lender) to Fees and Agent's expenses reimbursable hereunder; (2) to interest on or L/C Issuer under the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, Loan Documents ratably among them in proportion to the amounts described in this clause second payable to them; third, to accrued and unpaid interest due and payable under this Agreement (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued as on such amounts) ratably among the Lenders in proportion to each Loanthe amounts described in this clause third payable to them; (5) fourth, to all unpaid principal payments on of the other Loans then due and owing, to provide cash collateral for in accordance herewith to secure any then outstanding Letter of Credit Obligations and to all Obligations due to any Eligible Counterparty ratably among the Secured Parties in proportion to the manner amounts described in Annex Bthis clause fourth payable to them; fifth, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; and (6) to all other Obligations, including expenses outstanding Obligations ratably based upon the respective aggregate amounts of Lenders all such owing to the extent reimbursable under Section 11.3Administrative Agent and the other Secured Parties on such date; and sixth, the balance, if any, after all of the Obligations have been paid in full, subject to any Applicable Intercreditor Agreement, to the Borrower or as otherwise required by Law; provided, however, that in no event shall payments by a Guarantor or proceeds of Collateral of a Guarantor be applied to Excluded Rate Contract Obligations of such Guarantor.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has shall have occurred and is be continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, applied to the Swing Line Loan and, second, and the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by BorrowerBorrower Representative, subject to the provisions of Section 1.3(a1.2(a); and (iv) mandatory prepayments shall be applied as set forth in Sections 1.3(cSection 1.2(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any each other payment, and as to all payments made when a Default or Event of Default has shall have occurred and is be continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders)thereto, payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit ObligationsLoans; and (6) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 11.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a); and (iv) mandatory prepayments shall be applied as set forth in Sections 1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or Event of Default has occurred and is continuing or following the Commitment Termination Date, The Borrower hereby irrevocably waives the right to direct the application of any and all payments at any time or times hereafter received from or on behalf of the Borrower, and the Borrower hereby irrevocably agrees that the Agent and the Lenders shall have the continuing exclusive right to apply any and all such payments against the then due and payable Obligations and in repayment of the Revolving Credit Advances as Agent the Lenders may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and recordsadvisable. In the absence of a specific determination by the Agent with respect thereto (with the concurrence of Requisite Lenders)or unless otherwise expressly provided herein, payments shall be applied to amounts then due and payable in the following order: (1a) to Fees then due and payable Fees, expenses and other Obligations (including Revolving Credit Advances made by the Agent in its capacity as the Agent's expenses reimbursable hereunder) owing by the Borrower to the Agent; (2b) to then due and payable interest payments on the Swing Line LoanLoan owing by the Borrower; (3c) to then due and payable principal payments on the Swing Line LoanLoan owing by the Borrower; (4d) to then due and payable interest payments on the other LoansRevolving Credit Loan (to include the Letter of Credit Fees), ratably in proportion to the interest accrued as to each the Revolving Credit Loan; (5e) to then due and payable principal payments on the other Loans Revolving Credit Loan owing by the Borrower and to provide for cash collateral for Letter of Credit Obligations in the manner described in Annex BJ, ratably to the aggregate, combined principal balance of the other Loans Revolving Credit Advances and outstanding Letter of Credit Obligations; and (6f) to all any other Obligations, including expenses of Lenders Obligations to the extent reimbursable Lenders owing by the Borrower; provided that if an Event of Default shall occur and be continuing or after the acceleration of the Obligations (by operation of law or otherwise), such payments shall be applied to the Obligations in the manner and order described in Section 8.4. Except as otherwise provided in this Agreement, if after making all of the payments referred to in the immediately preceding sentence, there shall remain with the Agent any excess monies received from or on behalf of the Borrower, the Agent shall promptly return same to the Borrower by depositing such amount into a Disbursement Account of the Borrower (or as required by law); provided that if at such time there shall exist an Event of Default (and for so long as an Event of Default is continuing), the Agent may retain such excess monies as cash collateral for any outstanding Obligations. The Agent, on behalf of the Lenders, is authorized to, and at its option may, make or cause to be made Revolving Credit Advances by the Lenders on behalf of the Borrower for payment of any or all Fees, expenses, charges, costs, principal, interest, or other Obligations then due and payable by the Borrower under this Agreement or any of the Loan Documents, even if the making of such Revolving Credit Advance causes the outstanding balance of the Revolving Credit Loan to exceed the Borrowing Availability, in which case the terms of Section 11.31.2(b) shall apply. In addition, if Borrower establishes a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Revolving Credit Advances (which shall be Base Rate Loans) on the date of such presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Credit Advances may be disbursed directly to the controlled disbursement account or other appropriate account.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, in the case of receipt by or on behalf of any Borrower, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments (other than mandatory prepayments) matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of set forth in Section 1.3(a)) hereof; and (iv) mandatory prepayments shall be applied as set forth in Sections 1.3(c)1.11(b) and 1.11(c) hereof. All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or an Event of Default has occurred and is continuing or following the Commitment Termination Date, Borrower Borrowers hereby irrevocably waives waive the right to direct the application of any and all payments received from or on behalf of BorrowerBorrowers, and Borrower Borrowers hereby irrevocably agrees agree that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders)thereto, payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's ’s expenses reimbursable hereunderhereunder and to all obligations owing to Agent, the Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documents; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other LoansLoans and unpaid Swap Related Reimbursement Obligations, ratably in proportion to the interest accrued as to each LoanLoan and unpaid Swap Related Reimbursement Obligation, as applicable; (5) to principal payments on the other Loans and unpaid Swap Related Reimbursement Obligations and other unpaid Obligations under Hedge Agreements permitted under Section 6.3(a)(viii) and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans Loans, unpaid Swap Related Reimbursement Obligations and outstanding Letter of Credit Obligations; and (6) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 11.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a); and (iv) mandatory prepayments shall be applied as set forth in Sections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or Event of or Default has occurred and is continuing or following the Commitment Termination Date, Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders)thereto, payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4Loan;(4) to interest on the other Revolving Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Revolving Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; and (6) to interest on the Acquisition Loan Advances, ratably in proportion to the interest accrued as to each Acquisition Loan Advance; (7) to principal payments on the Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon in inverse order of maturity, and (8) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 11.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to in accordance with the provisions of Section 1.3(a); and (iv) mandatory prepayments shall be applied as set forth in Sections Section 1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or an Event of Default has occurred and is continuing or following the Commitment Termination Date, Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders)thereto, payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's ’s expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, Loans ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and any Obligations under any Secured Rate Contract and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; and (6) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 11.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a); and (iv) mandatory prepayments shall be applied as set forth in Sections 1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and Borrower hereby irrevocably waives as to all payments made when a Default or Event of Default has occurred from and is continuing or following after the Commitment Termination Date, Borrower hereby irrevocably waives the right to direct the application of any and all such payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In Subject to Section 8.2, in the absence of a specific determination by Agent with respect thereto after the Commitment Termination Date and in all other instances (with the concurrence of Requisite Lendersexcept as otherwise expressly provided herein), payments shall be applied to amounts then due and payable in the following orderorder of priority, in each instance until all Obligations having a higher priority have been paid in full: (1) to Fees and Agent's expenses reimbursable hereunder; (2) to accrued interest on the Swing Line Loan; (3) to the outstanding principal payments on balance of the Swing Line Loan; (4) to accrued interest on the other Revolving Loans that are Index Rate Loans, ratably in proportion to the interest accrued as to each Loan; (5) to the principal payments balance of the Revolving Loans that are Index Rate Loans; (6) to accrued interest on the other Revolving Loans and that are LIBOR Rate Loans; (7) to provide the principal balance of the Revolving Loans that are LIBOR Rate Loans; (8) if the Commitment Termination Date has occurred or if L/C Availability is less than zero, to cash collateral for collateralize Letter of Credit Obligations and Eligible Trade L/C Obligations in the manner described in Annex Schedule B, ratably (9) to interest on the Term Loan B, (10) to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; Term Loan B and (611) to all other Obligations, Obligations then due and payable including expenses of Lenders to the extent reimbursable under Section 11.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a); and (iv) mandatory prepayments shall be applied as set forth in Sections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or Event of or Default has occurred and is continuing or following the Commitment Termination Date, Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders)thereto, payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; and (6) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 11.3.

Application and Allocation of Payments. (a) So As long as no Default or Event of Default has shall have occurred and is be continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iiiii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a)Borrower Representative; and (iviii) mandatory prepayments shall be applied as set forth in Sections 1.3(cSection 2.10(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any each other payment, and as to all payments made when a Default or an Event of Default has shall have occurred and is be continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Administrative Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Administrative Agent may deem advisable notwithstanding any previous entry by Administrative Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent Requisite Lenders with respect thereto (with the concurrence of Requisite Lenders)thereto, payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Administrative Agent's and Lenders' expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (53) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex BI, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; and (64) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 11.32.21.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to in accordance with the provisions of Section 1.3(a); and (ivii) mandatory prepayments shall be applied as set forth in Sections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Shareapplicable Commitment. As to any other payment, and as to all payments made when a Default or an Event of Default has occurred and is continuing or following the Commitment Termination Date, Borrower Borrowers hereby irrevocably waives waive the right to direct the application of any and all payments received from or on behalf of a Borrower, and Borrower Borrowers hereby irrevocably agrees agree that Agent Requisite Lenders shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent Requisite Lenders may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent Requisite Lenders with respect thereto (with and after acceleration or maturity of the concurrence Obligations, all payments and proceeds of Requisite Lenders), payments Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's expenses and to Fees reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (53) to principal payments on of the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; and (64) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 11.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by BorrowerBorrower Representative, subject to the provisions of Section 1.3(a); and (iviii) mandatory prepayments shall be applied as set forth in Sections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders)thereto, payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; and (6) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 11.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iiiii) voluntary prepayments shall be applied as determined by Borrower, subject to in accordance with the provisions of Section 1.3(a); 2.6(d) and (iviii) mandatory prepayments shall be applied as set forth in Sections 1.3(cSection 2.6(e). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or an Event of Default has occurred and is continuing or following the Commitment Termination Date, Borrower Borrowers hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of any Borrower, and Borrower Borrowers hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and recordsadvisable. In all circumstances, after acceleration or maturity of the absence Obligations, all payments and proceeds of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders), payments Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's ’s expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (53) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex BLoans, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; and (64) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 11.3hereunder.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific regularly scheduled payments then due shall be applied to those scheduled payments; , (iiiii) voluntary prepayments shall be applied as determined by Borrower, subject to in accordance with the provisions of Section 1.3(a2.3(a); , and (iviii) mandatory prepayments shall be applied as set forth in Sections 1.3(c2.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and . All voluntary prepayments shall be applied as directed by Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and recordsRepresentative. In the absence all circumstances after an Event of a specific determination by Agent with respect thereto (with the concurrence Default, all payments and proceeds of Requisite Lenders), payments Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's ’s and Co-Collateral Agents’ expenses reimbursable hereunderhereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documents; (2) to interest on the Swing Line LoanLoans; (3) to principal payments on the Swing Line LoanLoans; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and to provide (or cash collateral for with respect to the Letter of Credit Obligations in the manner described in Annex BObligations), ratably in proportion to the aggregate, combined principal balance of each Loan and the other Loans and outstanding Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payable; and (67) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 11.312.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default under Section 8.1(a) has occurred -------------- and is continuing, (i) payments consisting of proceeds of Accounts or other Collateral received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a); and (iv) mandatory -------------- prepayments shall be applied as set forth in Sections 1.3(c) and 1.3(d). All -------------------------- payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made received at a time when a Default or an Event of Default under Section ------- 8.1(a) has occurred and is continuing or following the Commitment Termination ------ Date, Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments shall be applied against the Obligations as Agent may deem advisable set forth below notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination to the contrary by Agent with respect thereto (with the concurrence of Requisite all Lenders), such payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other LoansRevolving Loan and Term Loan, ratably in proportion to the interest accrued as to each such Loan; (5) to principal payments on the other Loans Revolving Loan and Term Loan (to scheduled installments in inverse order of maturity) and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ------- ratably to the aggregate, combined principal balance of the other such Loans and outstanding Letter of Credit Obligations; and (6) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 11.3.. ------------

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iiiii) voluntary prepayments shall be applied as determined by Borrower, subject to in accordance with the provisions of Section 1.3(a); and (iviii) mandatory prepayments shall be applied as set forth in Sections 1.3(cSection 1.3(d) or 1.3(e), as applicable. All payments and prepayments applied to a particular the Revolving Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to (x) any other payment, and as to (y) all payments made when a Default or an Event of Default has occurred and is continuing or following the Commitment Termination DateDate and (z) all proceeds of Collateral, each Borrower hereby irrevocably waives the right to direct the application of any and all such payments received from or on behalf of Borrowersuch Borrower and proceeds of Collateral, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence proceeds of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders), payments Collateral shall be applied to amounts then due and payable in the following order, subject to the terms of the Collateral Documents: (1) to Fees and Agent's reimbursable expenses reimbursable of Agent hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Revolving Loan; (5) to principal payments on the other Loans Revolving Loan and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; and (6) to all other ObligationsObligations owing by the Credit Parties, including expenses of Lenders to the extent reimbursable under Section 11.3; and (7) to amounts owing in respect of Bank Product and Hedging Obligations; provided, that any payment by a U.K. Credit Party shall be applied only to the Secured Obligations of the U.K. Credit Parties according to the preceding order of priority.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific regularly scheduled payments then due shall be applied to those scheduled payments; , (iiiii) voluntary prepayments shall be applied as determined by Borrower, subject to in accordance with the provisions of Section 1.3(a2.3(a); , and (iviii) mandatory prepayments shall be applied as set forth in Sections 1.3(c2.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and . All voluntary prepayments shall be applied as directed by Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and recordsRepresentative. In all circumstances after an Event of Default, subject to the absence ABL Intercreditor Agreement, all payments and proceeds of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders), payments Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's ’s and Co-Collateral Agents’ expenses reimbursable hereunderhereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documents; (2) to interest on the Swing Line LoanLoans; (3) to principal payments on the Swing Line LoanLoans; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and to provide (or cash collateral for with respect to the Letter of Credit Obligations in the manner described in Annex BObligations), ratably in proportion to the aggregate, combined principal balance of each Loan and the other Loans and outstanding Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payable; and (67) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 11.312.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts or Inventory received in the ordinary course of business shall be applied, in the case of receipt by or on behalf of any US Borrower, first, to the US Swing Line Loan and, second, to the US Revolving Loan, and, in the case of receipt by or on behalf of any Canadian Borrower, first to the Canadian Swing Line Advances and, second, to the Canadian Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a); and (iv) mandatory prepayments shall be applied as set forth in Sections 1.3(c1.3(b), (c), (d) and (f). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each US Lender as determined by its Pro Rata ShareShare thereof and held by each Canadian Lender as determined by its Pro Rata Share thereof. As to any other payment, and as to all payments made when a Default or Event of or Default has occurred and is continuing or following the Commitment Termination Date, Borrower Borrowers hereby irrevocably waives waive the right to direct the application of any and all payments received from or on behalf of BorrowerBorrowers, and Borrower Borrowers hereby irrevocably agrees agree that Agent shall have the continuing exclusive right to apply any and all such payments against in respect of the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders), payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's Agents’ expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Revolving Loan; (5) to principal payments on the other Loans and Revolving Loan; (6) to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; B and (67) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 11.3; provided, however, that in no event shall any such payments applicable to a Canadian Borrower or other Canadian Credit Party be applied to any US Obligations.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by BorrowerBorrowers, subject to the provisions of Section 1.3(a); and (ivii) mandatory prepayments shall be applied as set forth in Sections Section 1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders)thereto, payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (53) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; and (64) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 11.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a); and (iv) mandatory prepayments shall be applied as set forth in Sections 1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or Event of Default has occurred and is continuing or following the Commitment Termination Date, Borrower hereby irrevocably waives the right to direct the application of any and all payments at any time or times hereafter received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that the Agent shall have the continuing exclusive right to apply any and all such payments against the then due and payable Obligations as the Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and recordsadvisable. In the absence of a specific determination by the Agent with respect thereto (with thereto, the concurrence of Requisite Lenders), payments same shall be applied to amounts then due and payable the Obligations in the following order: (1i) to then due and payable Fees and the Agent's expenses reimbursable hereunderexpenses; (2ii) to then due and payable interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to on each Loan; (5iii) to Obligations other than Fees, the Agent's expenses and interest and principal payments; and (iv) then due and payable principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex BObligations, ratably in proportion to the aggregate, combined principal balance thereof (and such amount shall be applied, first, to any such Obligations then bearing interest at the Floating Rate then in effect and then to the Obligations then bearing interest at any Fixed Rate then in effect and the payments to be applied to the latter Obligations shall be applied to those having the shortest Interest Periods first). The Agent is authorized to, and at its option and to the extent permitted by law, the Agent may, make or cause to be made Revolving Credit Loans by the Lenders (according to their Pro Rata Shares) to Borrower for payment of all Fees, expenses, Charges, costs, interest, or other Obligations owing by Borrower under this Agreement or any of the other Loans Loan Documents if and outstanding Letter of Credit Obligations; and (6) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 11.3such Obligations are not paid as and when due.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iiiii) voluntary prepayments shall be applied as determined by Borrower, subject to in accordance with the provisions of Section 1.3(a); and (iviii) mandatory prepayments shall be applied as set forth in Sections 1.3(cSection 1.3(d) or 1.3(e), as applicable. All payments and prepayments applied to a particular the Revolving Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to (x) any other payment, and as to (y) all payments made when a Default or an Event of Default has occurred and is continuing or following the Commitment Termination DateDate and (z) all proceeds of Collateral, each Borrower hereby irrevocably waives the right to direct the application of any and all such payments received from or on behalf of Borrowersuch Borrower and proceeds of Collateral, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and Ratable Share of all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence proceeds of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders), payments Collateral shall be applied to amounts then due and payable in the following order, subject to the terms of the Collateral Documents: (1) to Fees and Agent's reimbursable expenses reimbursable of Agents hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Revolving Loan; (5) to principal payments on the other Loans Revolving Loan and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; and (6) to all other ObligationsObligations owing by the Credit Parties, including expenses of Lenders to the extent reimbursable under Section 11.3; and (7) to amounts owing in respect of Bank Product and Hedging Obligations; provided that, notwithstanding the foregoing, (x) with respect to any Guarantor, no proceeds of any guarantee made by such Guarantor and no proceeds of any Collateral of such Guarantor shall be applied to any Excluded Hedging Obligations of such Guarantor and (y) any payment by a Foreign Credit Party shall be applied only to the Obligations and Bank Product and Hedging Obligations of the Foreign Credit Parties according to the preceding order of priority.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a); and (iv) mandatory prepayments shall be applied as set forth in Sections 1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or Event of Default has occurred and is continuing or following the Commitment Termination Date, Borrower hereby irrevocably waives the right to direct the application of any and all payments at any time or times hereafter received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the then due and payable Obligations and in repayment of the Revolving Credit Loan, Letter of Credit Obligations and other Obligations as Agent may deem advisable notwithstanding any previous entry by Agent advisable. Notwithstanding the foregoing, in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with or if an Event of Default shall have occurred and be continuing, the concurrence of Requisite Lenders), payments same shall be applied to amounts then due and payable in the following order: (1a) the principal of any Revolving Credit Advances made by Agent under SECTION 1.13(a); (b) then due and payable Fees, expenses and other Obligations owing to Agent; (c) then due and payable Fees and Agent's expenses reimbursable hereunderof Lenders; (2d) to then due and payable interest on the Swing Line Loan; (3) to principal payments on the Swing Line Revolving Credit Loan in accordance with SECTION 1.13(d); (e) Obligations to Lenders other than Fees, expenses and interest and principal payments; (f) principal of the Revolving Credit Loan; and (4g) to the extent there are no other Obligations then due and payable, to Borrower or its successors or assigns or as a court of competent jurisdiction may direct. Agent on behalf of Lenders is authorized to, and at its option may, make or cause to be made Revolving Credit Advances by Lenders on behalf of Borrower for payment of all Fees, expenses, charges, costs, principal, interest on or other Obligations then due and payable by Borrower under this Agreement or any of the other LoansLoan Documents (including any payments made by Agent under SECTION 5.5(a) or any costs or expenses payable by Borrower under SECTION 11.2), ratably even if the conditions precedent in proportion SECTION 2.2 have not been satisfied with respect to such Revolving Credit Advance, including if the interest accrued as to each Loan; (5) to principal payments on making of such Revolving Credit Advances causes the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal outstanding balance of the other Loans and outstanding Letter of Revolving Credit Obligations; and (6) Loan to all other Obligations, including expenses of Lenders to exceed the extent reimbursable under Section 11.3Borrowing Availability.

Application and Allocation of Payments. (a) So long as no Default or Event (a) After the exercise of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received remedies provided for in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by BorrowerSection 9.2, subject to any Applicable Intercreditor Agreement then in effect, the provisions of Section 1.3(a); and (iv) mandatory prepayments Administrative Agent shall be applied as set forth in Sections 1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or Event of Default has occurred and is continuing or following the Commitment Termination Date, Borrower hereby irrevocably waives the right to direct the application of apply any and all payments received from or on behalf by Administrative Agent in respect of Borrowerthe Obligations, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry proceeds of Collateral received by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders)Administrative Agent, payments shall be applied to amounts then due and payable in the following order: first, to all fees, costs, indemnities, and expenses due and payable to Administrative Agent under the Loan Documents; second, to all fees, costs, indemnities, and expenses due and payable to any Lender (1including Swingline Lender) to Fees and Agent's expenses reimbursable hereunder; (2) to interest on or L/C Issuer under the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, Loan Documents ratably among them in proportion to the amounts described in this clause second payable to them; third, to accrued and unpaid interest due and payable under this Agreement (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued as on such amounts) ratably among the Lenders in proportion to each Loanthe amounts described in this clause third payable to them; (5) fourth, to all unpaid principal payments on of the other Loans then due and owing, to provide cash collateral for in accordance herewith to secure any then outstanding Letter of Credit Obligations and to all Obligations due to any Eligible Counterparty ratably among the Secured Parties in proportion to the manner amounts described in Annex Bthis clause fourth payable to them; fifth, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; and (6) to all other Obligations, including expenses outstanding Obligations ratably based upon the respective aggregate amounts of Lenders all such owing to the extent reimbursable under Section 11.3Administrative Agent and the other Secured Parties on such date; and sixth, the balance, if any, after all of the Obligations have been paid in full, subject to any Applicable Intercreditor Agreement, to the Borrower or as otherwise required by Law; provided, however, that in no event shall payments by a Guarantor or proceeds of Collateral of a Guarantor be applied to Excluded Rate Contract Obligations of such Guarantor.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a); and (iv) mandatory prepayments shall be applied as set forth in Sections 1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and Borrower hereby irrevocably waives as to all payments made when a Default or Event of Default has occurred from and is continuing or following after the Commitment Termination Date, Borrower hereby irrevocably waives the right to direct the application of any and all such payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In Subject to Section 8.2, in the absence of a specific determination by Agent with respect thereto after the Commitment Termination Date and in all other instances (with the concurrence of Requisite Lendersexcept as otherwise expressly provided herein), payments shall be applied to amounts then due and payable in the following orderorder of priority, in each instance until all Obligations having a higher priority have been paid in full: (1) to Fees and Agent's ’s expenses reimbursable hereunder; (2) to accrued interest on the Swing Line Loan; (3) to the outstanding principal payments on balance of the Swing Line Loan; (4) to accrued interest on the other Revolving Loans that are Index Rate Loans, ratably in proportion to the interest accrued as to each Loan; (5) to the principal payments balance of the Revolving Loans that are Index Rate Loans; (6) to accrued interest on the other Revolving Loans and that are LIBOR Rate Loans; (7) to provide the principal balance of the Revolving Loans that are LIBOR Rate Loans; (8) if the Commitment Termination Date has occurred or if L/C Availability is less than zero, to cash collateral for collateralize Letter of Credit Obligations and Eligible Trade L/C Obligations in the manner described in Annex Schedule B, ratably (9) to interest on the Term Loan B, (10) to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; Term Loan B and (611) to all other Obligations, Obligations then due and payable including expenses of Lenders to the extent reimbursable under Section 11.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has shall have occurred and is be continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iiiii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a); and (iviii) mandatory prepayments shall be applied as set forth in Sections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any each other payment, and as to all payments made when a Default or Event of or Default has shall have occurred and is be continuing or following the Commitment Termination Date, Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Administrative Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Administrative Agent may deem advisable notwithstanding any previous entry by Administrative Agent in the Loan Account or any other books and records. In the absence of a specific determination by Administrative Agent with respect thereto (with the concurrence of Requisite Lenders)thereto, payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Administrative Agent's expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; and (6) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 11.3.other

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to in accordance with the provisions of Section 1.3(a); and (iviii) mandatory prepayments shall be applied as set forth in Sections Section 1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share; provided that any such payments received shall be applied first to repay Loans outstanding as Index Rate Loans and then to Loans outstanding as LIBOR Rate Loans, with those LIBOR Rate Loans having earlier expiring LIBOR Periods being repaid prior to those with later expiring LIBOR Periods. As to any other payment, and as to all payments made when a Default or an Event of Default has occurred and is continuing or following the Commitment Termination Date, Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders)thereto, payments from proceeds of Collateral following the exercise of remedies shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (53) to principal payments on the other Loans and any Obligations under any Secured Rate Contract and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans Loans, Obligations under any Secured Rate Contracts and outstanding Letter of Credit Obligations; and (64) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 11.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has shall have occurred and is be continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, applied to the Swing Line Loan and, second, and the Revolving LoanLoan (first, to the portion of the Revolving Loan consisting of Canadian Index Rate Loans and then, to the portion of the Revolving Loan consisting of BA Loans); (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a); and (iv) mandatory prepayments shall be applied as set forth in Sections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any each other payment, and as to all payments made when a Default or Event of or Default has shall have occurred and is be continuing or following the Commitment Termination Date, Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders)thereto, payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; and (6) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 11.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iiiii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a); and (iviii) mandatory prepayments shall be applied as set forth in Sections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or Event of Default has occurred and is continuing or following the Revolving Commitment Termination Date and/or the Acquisition Termination Date, as applicable, Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders)thereto, payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's ’s expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (53) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; and (64) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 11.3.

Application and Allocation of Payments. (a) So long Lender is authorized to, and at its option may, make or cause to be made Advances on behalf of Borrowers for payment of all Fees, expenses, Charges, costs, principal, interest, or other Obligations owing by Borrower under this Agreement or any of the other Loan Documents if and to the extent any such Borrower fails to promptly pay any such amounts as no Default or and when due, even if such Advance would cause total Advances to exceed the Loan Commitment. At Lender's option and to the extent permitted by law, any advances so made shall be deemed Advances constituting part of the Loan hereunder. Following the occurrence and during the continuance of an Event of Default has occurred and is continuingDefault, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a); and (iv) mandatory prepayments shall be applied as set forth in Sections 1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or Event of Default has occurred and is continuing or following the Commitment Termination Date, Borrower Borrowers hereby irrevocably waives waive the right to direct the application of any and all payments at any time or times hereafter received from or on behalf of any such Borrower, and each Borrower hereby irrevocably agrees that Agent Lender shall have the continuing exclusive right to apply any and all such payments against the then due and payable Obligations of Borrowers and in repayment of the Loan as Agent Lender may deem advisable notwithstanding any previous entry by Agent in Lender upon the Loan Account or any other books and records. In the absence of a specific determination by Agent Lender with respect thereto (with thereto, the concurrence of Requisite Lenders), payments same shall be applied to amounts then due and payable in the following order: (1i) to Fees then due and Agent's expenses reimbursable hereunderpayable interest payments on the Loans; (2) to interest on the Swing Line Loan; (3ii) to principal payments on the Swing Line Loan; (4iii) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loanthen due and payable Fees and expenses; (5iv) to then due and payable Obligations other than Fees, expenses and interest and principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligationspayments; and (6v) to all other then due and payable Obligations, including expenses of Lenders to the extent reimbursable under Section 11.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts (other than Export-Related Accounts) received in the ordinary course of business shall be applied, first, to the Permitted Overadvance, second, to the Swing Line Loan andLoan, third, the Revolving Loan; and fourth, to the Export-Related Advances, (ii) payments consisting of proceeds of Export-Related Accounts received in the ordinary course of business shall be applied, first, to the Export-Related Advances, second, to the Permitted Overadvance, third, to the Swing Line Loan, fourth, the Revolving Loan; (iiiii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iiiiv) voluntary prepayments shall be applied as determined by Borrower, subject to in accordance with the provisions of Section 1.3(a); and (ivv) mandatory prepayments shall be applied as set forth in Sections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. Any other payment shall be applied as directed by the Borrower Representative. As to any other payment, and as to all payments made when a Default or an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records; provided, that (i) Agent shall apply payments first to amounts that are then due and payable and (ii) to the extent any payment received by Agent following an Event of Default is applied (x) to interest on the Loans (other than the Swing Line Loan), a pro rata portion of such payment shall be applied to interest on Swap Related Reimbursement Obligations based upon the aggregate unpaid amounts owing to each holder thereof, and (y) to principal on the Loans (other than the Swing Line Loan), a pro rata portion of such payment shall be applied to unpaid Swap Related Reimbursement Obligations based upon the aggregate unpaid amounts owing to each holder thereof. In all circumstances, after acceleration or maturity of the absence Obligations, all payments and proceeds of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders), payments Collateral shall be applied to amounts then due and payable in the following order: (1) to reimburse the L/C Issuer for all unreimbursed draws or payments made by it under Letters of Credit, (2) to Fees and Agent's ’s expenses reimbursable hereunder; (23) to interest on the Swing Line Loan; (34) to principal payments on the Swing Line Loan; (45) to interest on the other LoansLoans and unpaid Swap Related Reimbursement Obligations, ratably in proportion to the interest accrued as to each LoanLoan and unpaid Swap Related Reimbursement Obligation, as applicable; (56) to principal payments on the other Loans and unpaid Swap Related Reimbursement Obligations and to provide cash collateral for contingent Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans Loans, unpaid Swap Related Reimbursement Obligations and outstanding Letter of Credit Obligations; and (67) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 11.3; and (8) any remainder shall be remitted to Borrowers or any other Person legally entitled thereto.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has shall have occurred and is be continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by BorrowerBorrower Representative, subject to the provisions of Section 1.3(a); and (ivii) mandatory prepayments shall be applied as set forth in Sections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any each other payment, and as to all payments made when a Default or Event of Default has shall have occurred and is be continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Administrative Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable of Borrowers in accordance with Section 1.11(a) notwithstanding any previous entry by Administrative Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders), payments Payments shall be applied to amounts then due and payable in the following order: (1) first, to Fees and Agent's Agents' expenses reimbursable hereunderunder the Loan Documents; (2) second, to interest on the Swing Line Loan; (3) third, to the principal balance of the Swing Line Loan outstanding until the same shall have been paid in full; fourth, to Fees; fifth, to interest on the Revolving Credit Advances; sixth, to principal payments on the Swing Line LoanRevolving Loans outstanding until the same shall have been paid in full; (4) to interest on the other Loansseventh, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding until all such Letter of Credit ObligationsObligations have been fully cash collateralized in the manner set forth in Annex B; eighth, to interest on the Term Loan, ratably in proportion to the interest accrued as to each Term Loan; ninth, to principal payments on the Term Loan outstanding until the same shall have been paid in full; and (6) tenth, to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 11.3.

Application and Allocation of Payments. (a) So long as no Default or If a Cash Dominion Event (other than an event described in clause (a) of Default the definition thereof) has occurred and is continuingoccurred, (i) payments consisting of proceeds of Accounts received funds on deposit in the ordinary course of business shall be applied, first, to Concentration Account or the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due Collection Account shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a); and (iv) mandatory prepayments shall be applied as set forth in Sections 1.3(c). All payments and prepayments applied to on a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or Event of Default has occurred and is continuing or following the Commitment Termination Date, Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders), payments shall be applied daily basis to amounts then due and payable in the following order: (1) first, to Fees and Agent's expenses reimbursable hereunder; (2) , second, on any Interest Payment Date, to accrued but unpaid interest on the Swing Line Loan; (3) Loan as of such Interest Payment Date, third, to principal payments on the Swing Line Loan; (4) Loan until paid in full, fourth, on any Interest Payment Date, to accrued but unpaid interest on the other Revolving Loan as of such Interest Payment Date (first to any Index Rate Loans and then to LIBOR Loans), ratably in proportion to the interest accrued as to each Loan; (5) fifth, to principal payments on the other Loans and Revolving Loan, sixth, to provide cash collateral for Letter of Credit Obligations if required by Annex B and in the manner described therein, and seventh, to the extent not required by law to be paid to any other Person, as requested by Borrower and in accordance with the Initial Cash Flow Forecast or any subsequent Cash Flow Forecast delivered to Agent or Agent and Lenders pursuant to this Agreement. Notwithstanding anything to the contrary in this Agreement, to the extent any payment is made by any Canadian Foreign Subsidiary directly to Agent and/or Lenders under any Loan Document for application to the Obligations (each, a "Canadian Payment"), then such payment shall be applied in the following order of priority (the "Canadian Payment Priority"): first, to reimbursable expenses of Agent then due and payable pursuant to any Loan Document; second, to the outstanding principal balance of the Swing Line Loan until the same has been paid in full; third, to the outstanding principal balance of Revolving Credit Advances until paid in full; fourth, to accrued but unpaid Fees then due and owing; fifth, to accrued but unpaid interest on the Swing Line Loan; sixth, to accrued but unpaid interest on the Revolving Credit Advances; and last to any Letter of Credit Obligations to provide cash collateral therefor in the manner set forth in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding until all such Letter of Credit Obligations; and (6) to all other Obligations, including expenses of Lenders to Obligations have been cash collateralized in the extent reimbursable under Section 11.3manner set forth therein.

Application and Allocation of Payments. (a) . a. So long as no Default or Event of Default has shall have occurred and is be continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan andLoan, and second, to the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to in accordance with the provisions of Section 1.3(a); and (iv) mandatory prepayments shall be applied as set forth in Sections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders)thereto, payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; and (6) to Obligations under the Canadian Facility Guaranty; and (7) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 11.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; and (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a); and (iv) mandatory prepayments shall be applied as set forth in Sections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders)thereto, payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's ’s expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; and (6) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 11.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuingcontinuing and the Scheduled Termination Date has not occurred, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a); and (ivii) mandatory prepayments shall be applied as set forth in Sections Section 1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof of the SCIL Loan held by each SCIL Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or an Event of Default has occurred and is continuing or following the Commitment Scheduled Termination Date, Borrower and each other Credit Party hereby irrevocably waives waive the right to direct the application of any and all payments (including monetary proceeds of collections of or realizations upon any Collateral) received from or on behalf of BorrowerBorrower or any other Credit Party, and Borrower and each other Credit Party hereby irrevocably agrees agree that SCIL Agent and the Requisite SCIL Lenders shall have the continuing exclusive right to apply any and all such payments against the Obligations as SCIL Agent and the Requisite SCIL Lenders may deem advisable notwithstanding any previous entry by SCIL Agent in the Loan Account or any other books and recordsrecords and agree to be bound by all such payment applications. In the absence of a specific determination by SCIL Agent and the Requisite SCIL Lenders with respect thereto (with the concurrence of Requisite Lenders)thereto, payments shall be applied to amounts then due and payable in the following order: (1) to Fees and SCIL Agent's ’s expenses reimbursable hereunder; (2) to interest on the Swing Line SCIL Loan; (3) to principal payments on the Swing Line SCIL Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; and (64) to all other Obligations, including expenses of SCIL Lenders to the extent reimbursable under Section 11.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has shall have occurred and is be continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, applied to the Swing Line Loan and, second, and the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a1.2(a); and (iv) mandatory prepayments shall be applied as set forth in Sections 1.3(cSection 1.2(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any each other payment, and as to all payments made when a Default or Event of Default has shall have occurred and is be continuing or following the Commitment Termination Date, Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrower as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders)thereto, payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit ObligationsLoans; and (6) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 11.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has shall have occurred and is be continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, applied to the Swing Line Loan and, second, and the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a2.2(a); and (iv) mandatory prepayments shall be applied as set forth in Sections 1.3(cSection 2.2(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any each other payment, and as to all payments made when a Default or Event of Default has shall have occurred and is be continuing or following the Commitment Termination Date, Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Administrative Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrower as Administrative Agent may deem advisable notwithstanding any previous entry by Administrative Agent in the Loan Account or any other books and records. In the absence of a specific determination by Administrative Agent with respect thereto (with the concurrence of Requisite Lenders)thereto, payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Administrative Agent's ’s expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit ObligationsLoans; and (6) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 11.312.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; and (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a); and (iv) mandatory prepayments shall be applied as set forth in Sections SECTIONS 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders)thereto, payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex ANNEX B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; and (6) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section SECTION 11.3. Notwithstanding the generality of the foregoing, it is understood and agreed by the parties that under no circumstances shall any payment by Borrowers (or any Collateral provided by Borrowers or the proceeds thereof) be applied to the US Obligations unless, not later than 45 Business Days prior to any proposed application of any payment by Borrowers (or any such Collateral or proceeds) to the US Obligations, Agent notifies Borrower Representative in writing of its intention to make such application and, if Borrower Representative believes that such application would violate Canadian law or would have a Negative Effect, the procedures set forth in SECTION 5.12 with respect to obtaining a tax opinion shall be followed, and no such application shall be made if such an opinion is delivered stating that such application will result in a Negative Effect or violate Canadian law.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a); and (iv) mandatory prepayments shall be applied as set forth in Sections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or Event of or Default has occurred and is continuing or following the Commitment Termination Date, Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders)thereto, payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's ’s expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; and (6) pro rata to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 11.311.3 and amounts owing in respect of Interest Rate Agreements.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iiiii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a1.2(a); and (iviii) mandatory prepayments shall be applied as set forth in Sections 1.3(c1.2(c) and (d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or Event of Default has occurred and is continuing or following the Commitment Termination Date, Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent Lender shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent Lender may deem advisable notwithstanding any previous entry by Agent Lender in the Loan Account or any other books and records. In the absence of a specific determination by Agent Lender with respect thereto (with the concurrence of Requisite Lenders)thereto, payments shall be applied to amounts then due and payable in the following order: (1) to Fees and AgentLender's expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (53) to the outstanding principal payments on balance of the Revolving Loan; (4) to all other Loans and to provide cash collateral for Obligations (other than Letter of Credit Obligations in the manner described in Annex B, ratably and Other Secured Obligations) to the aggregate, combined principal balance of extent reimbursable under Section 11.3 in such order as the other Loans and outstanding Lender may deem advisable; (5) to all Letter of Credit Obligations; and (6) to all other ObligationsOther Secured Obligations in such order as the Lender may deem advisable. In the event of any conflict between this Section 1.7(a) and Section 1.7(a) of the Letter of Credit Agreement, including expenses this Section 1.7(a) shall control for purposes of Lenders to determining application and allocation of any payments received by the extent reimbursable under Section 11.3Lender hereunder.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan andLoan, second, the Revolving LoanLoan (other than the Seasonal Advances), and third, the Seasonal Advances; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to in accordance with the provisions of Section 1.3(a); and (iviii) mandatory prepayments shall be applied as set forth in Sections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders), Such payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's ’s expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and any Obligations under any Secured Rate Contract and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans Loans, Obligations under any Secured Rate Contract and outstanding Letter of Credit Obligations; and (6) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 11.3. After all Obligations have been paid in full, Agent shall apply payments to repay any Indebtedness outstanding under Permitted Hedge Agreements to the extent that such Indebtedness is secured by the Collateral as permitted hereunder.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuingcontinuing and the Commitment Termination Date has not occurred, (i) payments consisting of proceeds of Accounts received in the ordinary course of business and not subject to clauses (ii), (iii) and (iv) below shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; , (iii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a); and (iv) mandatory prepayments shall be applied as set forth in Sections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or an Event of Default has occurred and is continuing or following the Commitment Termination Date, Borrower and each Credit Party hereby irrevocably waives waive the right to direct the application of any and all payments (including monetary proceeds of collections of or realizations upon any Collateral) received from or on behalf of BorrowerBorrower or any Credit Party, and Borrower and each Credit Party hereby irrevocably agrees agree that Agent and the Requisite Lenders shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent and the Requisite Lenders may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and recordsrecords and agrees to be bound by all such payment applications. In Borrower and each Credit Party acknowledge and agree that (i) Agent and the absence Lenders may enter into one or more agreements (as the same may be amended, restated, replaced, modified or supplemented from time to time, collectively, the "Lender Agreement") to determine the application of a specific determination by Agent all payments (including monetary proceeds of collections of or realizations upon any Collateral) received from or on behalf of Borrower and/or any Credit Party with respect thereto (with the concurrence of Requisite Lenders), payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on Obligations when any Event of Default has occurred and is continuing or following the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; Commitment Termination Date and (6ii) Borrower and each Credit Party shall not be a party to all other Obligations, including expenses of Lenders to the extent reimbursable nor have any rights under Section 11.3any such Lender Agreement.

Application and Allocation of Payments. (a1) So long as no Default or Event of Default has shall have occurred and is be continuing, (ia) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, applied to the Swing Line Loan and, second, the Revolving Loan; (iib) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a1.3(1); and (iv) mandatory prepayments shall be applied as set forth in Sections 1.3(cSection 1.3(3) or 1.3(4). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any each other payment, and as to all payments made when a Default or Event of or Default has shall have occurred and is be continuing or following the Commitment Termination Date, Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent Lender in the Loan Account or any other books and records. In the absence of a specific determination by Agent Lender with respect thereto (with the concurrence of Requisite Lenders)thereto, payments shall be applied to amounts then due and payable in the following order: (1A) to Fees and Agent's ’s expenses reimbursable hereunder; (2B) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5C) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; and (6D) to all other Obligations, including expenses of Lenders Obligations to the extent reimbursable under Section 11.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iiiii) voluntary prepayments shall be applied as determined by Borrower, subject to in accordance with the provisions of Section 1.3(a); and (iviii) mandatory prepayments shall be applied as set forth in Sections 1.3(cSection 1.3(d) or 1.3(e), as applicable. All payments and prepayments applied to a particular the Revolving Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to (x) any other payment, and as to (y) all payments made when a Default or an Event of Default has occurred and is continuing or following the Commitment Termination DateDate and (z) all proceeds of Collateral, each Borrower hereby irrevocably waives the right to direct the application of any and all such payments received from or on behalf of Borrowersuch Borrower and proceeds of Collateral, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence proceeds of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders), payments Collateral shall be applied to amounts then due and payable in the following order, subject to the terms of the Collateral Documents: (1) to Fees and Agent's reimbursable expenses reimbursable of Agent hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Revolving Loan; (5) to principal payments on the other Loans Revolving Loan and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; and (6) to all other ObligationsObligations owing by the Credit Parties, including expenses of Lenders to the extent reimbursable under Section 11.3; and (7) to amounts owing in respect of Bank Product and Hedging Obligations; provided, that any payment by a Foreign Credit Party shall be applied only to the Secured Obligations of the Foreign Credit Parties according to the preceding order of priority.

Application and Allocation of Payments. (a) So long Lender is authorized to, and at its option may, make or cause to be made Advances on behalf of Borrowers for payment of all Fees, expenses, Charges, costs, principal, interest, or other Obligations owing by Borrower under this Agreement or any of the other Loan Documents if and to the extent any such Borrower fails to promptly pay any such amounts as no Default or and when due, even if such Advance would cause total Advances to exceed the Commitment. At Lender's option and to the extent permitted by law, any advances so made shall be deemed Advances constituting part of the Loans hereunder. Following the occurrence and during the continuance of an Event of Default has occurred and is continuingDefault, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a); and (iv) mandatory prepayments shall be applied as set forth in Sections 1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or Event of Default has occurred and is continuing or following the Commitment Termination Date, Borrower Borrowers hereby irrevocably waives waive the right to direct the application of any and all payments at any time or times hereafter received from or on behalf of any such Borrower, and each Borrower hereby irrevocably agrees that Agent Lender shall have the continuing exclusive right to apply any and all such payments against the then due and payable Obligations of Borrowers and in repayment of the Loan as Agent Lender may deem advisable notwithstanding any previous entry by Agent in Lender upon the Loan Account or any other books and records. In the absence of a specific determination by Agent Lender with respect thereto (with thereto, the concurrence of Requisite Lenders), payments same shall be applied to amounts then due and payable in the following order: (1a) to Fees then due and Agent's expenses reimbursable hereunderpayable interest payments on the Loans; (2) to interest on the Swing Line Loan; (3b) to principal payments on the Swing Line LoanLoans; (4c) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loanthen due and payable Fees and expenses; (5d) to then due and payable Obligations other than Fees, expenses and interest and principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligationspayments; and (6e) to all other then due and payable Obligations, including expenses of Lenders to the extent reimbursable under Section 11.3.

Application and Allocation of Payments. (a) So a)So long as no Default or Event of Default has shall have occurred and is be continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iiiii) voluntary prepayments shall be applied as determined by BorrowerBorrowers, subject to the provisions of Section 1.3(aSECTION 1.3(A); and (iviii) mandatory prepayments shall be applied as set forth in Sections 1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata ShareSECTION 1.3. As to any other payment, and as to all payments made when a Default or an Event of Default has shall have occurred and is be continuing or following the Commitment Termination Date, Borrower Borrowers hereby irrevocably waives waive the right to direct the application of any and all payments received from or on behalf of BorrowerBorrowers, and each Borrower hereby irrevocably agrees that Administrative Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Administrative Agent may deem advisable notwithstanding any previous entry by Administrative Agent in the Loan Account or any other books and records. In the absence of a specific determination by Administrative Agent with respect thereto (with the concurrence of Requisite Lenders)thereto, payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Administrative Agent's expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex ANNEX B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; and (6) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section SECTION 11.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall shall, subject to paragraph (f) of Annex C, be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; and (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a); and (iv) mandatory prepayments shall be applied as set forth in Sections 1.3(c)paragraphs (b) through (f) of Section 1.3. All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or an Event of Default has occurred and is continuing or following the Commitment Termination Date, Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Administrative Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Administrative Agent may deem advisable notwithstanding any previous entry by Administrative Agent in the Loan Account or any other books and records. In the absence of a specific determination by Administrative Agent with respect thereto (with the concurrence of Requisite Lenders)thereto, payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's Agents’ expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Revolving Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Revolving Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Revolving Loans and outstanding Letter of Credit Obligations; and (6) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 11.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts the Collateral received in the ordinary course of business shall be applied, first, applied to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by BorrowerBorrower Representative, subject to the provisions of Section SECTION 1.3(a); and (iviii) mandatory 8 prepayments shall be applied as set forth in Sections SECTIONS 1.3(c) AND 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders)thereto, payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (53) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex ANNEX B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; and (64) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section SECTION 11.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by BorrowerBorrower Representative, subject to the provisions of Section 1.3(a); and (iv) mandatory prepayments shall be applied as set forth in Sections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders)thereto, payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; and (6) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 11.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has shall have occurred and is be continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iiiii) voluntary prepayments shall be applied as determined by BorrowerBorrower Representative, subject to the provisions of Section 1.3(a1.3(c)(ii); and (iviii) mandatory prepayments shall be applied as set forth in Sections 1.3(c) and (d). All payments If an Activation Notice has been sent in accordance with the provisions of Annex C and prepayments applied to a particular no Event of Default has occurred and is continuing, Term Agent (or, if any Revolving Loan balance is outstanding or the Revolving Loan Commitments have not been terminated, Revolver Agent) shall be applied ratably to apply amounts swept into the portion thereof held by each Lender as determined by its Pro Rata ShareCollection Account in the same manner. As to any each other payment, and as to all payments made when a Default or Event of Default has shall have occurred and is be continuing or following the applicable Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent Agents and Lenders shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Applicable Agent may deem advisable advisable, notwithstanding any previous entry by Applicable Agent or applicable Lenders in the applicable Loan Account or any other books and records. In the The absence of a specific determination by Agent with respect thereto (with both Agents and all Lenders to the concurrence of Requisite Lenders)contrary, payments shall be applied to amounts then due and payable in the following order: (1) first, to Fees of Agents and Agent's Agents' expenses reimbursable hereunder; (2) second, to Fees of Lenders and Lenders' expenses reimbursable hereunder; third, to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Revolving Loans and Term Loans, ratably in proportion to the interest accrued as to each such Loan; (5) fourth, to principal payments on of the other Loans Revolving Loan and Term Loans, and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, aggregate combined principal balance of the other Loans each such Loan and outstanding Letter of Credit Obligations; fifth, to interest on the SCIL Loan; sixth, to principal on the SCIL Loan; and (6) last, to all other Obligations, including expenses of Lenders Obligations to the extent reimbursable under Section 11.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a); and (iv) mandatory prepayments shall be applied as set forth in Sections 1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or Event of Default has occurred and is continuing or following the Commitment Termination Date, The Borrower hereby irrevocably waives the right to direct the application of any and all payments at any time or times hereafter received from or on behalf of the Borrower, and the Borrower hereby irrevocably agrees that the Agent and the Lenders shall have the continuing exclusive right to apply any and all such payments against the then due and payable Obligations and in repayment of the Revolving Credit Advances as Agent the Lenders may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and recordsadvisable. In the absence of a specific determination by the Agent with respect thereto (with the concurrence of Requisite Lenders)or unless otherwise expressly provided herein, payments shall be applied to amounts then due and payable in the following order: (1a) to Fees then due and payable Fees, expenses and other Obligations (including Revolving Credit Advances made by the Agent in its capacity as the Agent's expenses reimbursable hereunder) owing by the Borrower to the Agent; (2b) to then due and payable interest payments on the Swing Line LoanLoan owing by the Borrower; (3c) to then due and payable principal payments on the Swing Line LoanLoan owing by the Borrower; (4d) to then due and payable interest payments on the other LoansRevolving Credit Loan (to include the Letter of Credit Fees), ratably in proportion to the interest accrued as to each the Revolving Credit Loan; (5e) to then due and payable principal payments on the Revolving Credit Loan owing by the Borrower; and (f) to any other Loans Obligations to the Lenders owing by the Borrower; provided that if an Event of Default shall occur and be continuing or after the acceleration of the Obligations (by operation of law or otherwise), such payments shall be applied to provide cash collateral for Letter of Credit the Obligations in the manner and order described in Annex BSection 8.4. Except as otherwise provided in this Agreement, ratably if after making all of the payments referred to in the immediately preceding sentence, there shall remain with the Agent any excess monies received from or on behalf of the Borrower, the Agent shall promptly return same to the aggregateBorrower by depositing such amount into a Disbursement Account of the Borrower (or as required by law); provided that if at such time there shall exist an Event of Default (and for so long as an Event of Default is continuing), combined principal the Agent may retain such excess monies as cash collateral for any outstanding Obligations. The Agent, on behalf of the Lenders, is authorized to, and at its option may, make or cause to be made Revolving Credit Advances by the Lenders on behalf of the Borrower for payment of any or all Fees, expenses, charges, costs, principal, interest, or other Obligations then due and payable by the Borrower under this Agreement or any of the Loan Documents, even if the making of such Revolving Credit Advance causes the outstanding balance of the Revolving Credit Loan to exceed the Borrowing Availability, in which case the terms of Section 1.2(b) shall apply. In addition, if Borrower establishes a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other Loans item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Revolving Credit Advances (which shall be LIBOR Loans) on the date of such presentation, in the amount of the check and outstanding Letter items presented for payment. The proceeds of such Revolver Credit Obligations; and (6) to all other Obligations, including expenses of Lenders Advances may be disbursed directly to the extent reimbursable under Section 11.3controlled disbursement account or other appropriate account.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, secondapplied to, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to in accordance with the provisions of Section 1.3(a); and (iviii) mandatory prepayments shall be applied as set forth in Sections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders), payments shall be applied to amounts Borrowers then due and payable in the following order: (1) to Fees and Agent's expenses reimbursable hereunder; (2) to interest on the Swing Line LoanRevolving Loans; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Revolving Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Revolving Loans and outstanding Letter of Credit Obligations; and (64) to all other Obligations (other than Rate Protection Agreements and Swap Related Reimbursement Obligations), including expenses of to Lenders to the extent reimbursable under Section 11.3, and to payments under the Canadian Guaranty; and (5) to Rate Protection Agreements and unpaid Swap Related Reimbursement Obligations ratably in proportion to the aggregate amounts owed as to each Rate Protection Agreement and unpaid Swap Related Reimbursement Obligation, as applicable.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to in accordance with the provisions of Section 1.3(a); , and (ivii) mandatory prepayments shall be applied as set forth in Sections Section 1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders)thereto, payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's ’s expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other LoansRevolving Loan, ratably in proportion to the interest accrued as to each Loanthereon; (5) to principal payments on the other Loans Revolving Loan and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans Revolving Loan and outstanding Letter of Credit Obligations; and (6) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 11.3.

Application and Allocation of Payments. (ai) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific regularly scheduled payments then due shall be applied to those scheduled payments; , (iiiii) voluntary prepayments shall be applied as determined by Borrower, subject to in accordance with the provisions of Section 1.3(a2.3(a); , and (iviii) mandatory prepayments shall be applied as set forth in Sections 1.3(c2.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and . All voluntary prepayments shall be applied as directed by Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and recordsRepresentative. In the absence all circumstances after an Event of a specific determination by Agent with respect thereto (with the concurrence Default, all payments and proceeds of Requisite Lenders), payments Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's ’s and Co-Collateral Agents’ expenses reimbursable hereunderhereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documents; (2) to interest on the Swing Line LoanLoans; (3) to principal payments on the Swing Line LoanLoans; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and to provide (or cash collateral for with respect to the Letter of Credit Obligations in the manner described in Annex BObligations), ratably in proportion to the aggregate, combined principal balance of each Loan and the other Loans and outstanding Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payable; and (67) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 11.312.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has shall have occurred and is be continuing, : (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, applied first to the Swing Line Loan and, second, and second to the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a); and (iv) mandatory prepayments shall be applied as set forth in Sections Section 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any each other payment, and as to all payments made when a Default or Event of or Default has shall have occurred and is be continuing or following the Commitment Termination Date, Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders)thereto, payments shall be applied to amounts then due and payable in the following order: (1A) to Fees and each Co-Agent's expenses reimbursable hereunderhereunder (other than amounts relating to Bank Products); (2B) to interest on the Swing Line Loan; (3C) to principal payments on the Swing Line Loan; (4D) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5E) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; and (6F) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 11.3; and (G) to the payment to Bank of America of any reimbursable amounts relating to Bank Products.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has shall have occurred and is be continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iiiii) voluntary prepayments shall be applied as determined by BorrowerBorrower Representative, subject to the provisions of Section 1.3(a); and (iviii) mandatory prepayments shall be applied as set forth in Sections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any each other payment, and as to all payments made when a Default or Event of Default has shall have occurred and is be continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders)thereto, payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (53) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit ObligationsLoans; and (64) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 11.3.

Application and Allocation of Payments. (a1) So long as no Default or Event of Default has shall have occurred and is be continuing, (ia) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, applied to the Swing Line Loan and, second, and the Revolving Loan; (iib) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iiic) voluntary prepayments shall be applied as determined by BorrowerBorrower Representative, subject to the provisions of Section 1.3(a1.3(1); and (ivd) mandatory prepayments shall be applied as set forth in Sections 1.3(c1.3(3) and 1.3(4). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any each other payment, and as to all payments made when a Default or Event of Default has shall have occurred and is be continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of either Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders)thereto, payments shall be applied to amounts then due and payable in the following order: (1A) to Fees and Agent's expenses reimbursable hereunder; (2B) to interest on the Swing Line Loan; (3C) to principal payments on the Swing Line Loan; (4D) to interest on the other Loans, ratably in proportion to the interest accrued as to each Revolving Loan; (5E) to principal payments on the other Loans Revolving Loan and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans Revolving Loan and outstanding Letter of Credit Obligations; and (6F) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 11.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuingcontinuing and the Commitment Termination Date has not occurred, (i) payments consisting of proceeds of Accounts received in the ordinary course of business and not subject to clauses (ii), (iii) and (iv) below shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a); and (iv) mandatory prepayments shall be applied as set forth in Sections 1.3(c), 1.3(d) and 1.3(f). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or an Event of Default has occurred and is continuing or following the Commitment Termination Date, Borrower and each other Credit Party hereby irrevocably waives waive the right to direct the application of any and all payments (including monetary proceeds of collections of or realizations upon any Collateral) received from or on behalf of BorrowerBorrower or any other Credit Party, and Borrower and each other Credit Party hereby irrevocably agrees agree that Agent and the Requisite Lenders shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent and the Requisite Lenders may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and recordsrecords and agree to be bound by all such payment applications. In the absence of a specific determination by Agent and the Requisite Lenders with respect thereto (with the concurrence of Requisite Lenders)thereto, payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's ’s expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; and (6) to all other Obligations, including any Hedging Termination Value owed by Borrower and/or one or more Secured Guarantors with respect to the Specified Hedging Agreements and expenses of Lenders to the extent reimbursable under Section 11.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iiiii) voluntary prepayments shall be applied as determined by Borrower, subject to in accordance with the provisions of Section 1.3(a2.2(a); and (iviii) mandatory prepayments shall be applied as set forth in Sections 1.3(c2.2(b) and 2.2(c), as applicable. All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of any Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and recordsrecords or anything in this Agreement to the contrary. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders)thereto, payments shall be applied to amounts then due and payable in the following order: (1) to Fees Agent’s and Agent's any Lender’s expenses reimbursable hereunderhereunder (including, without limitation, to the extent reimbursable under Section 13.3); (2) to interest on the Swing Line Loanany outstanding Fees; (3) to principal payments interest on the Swing Line LoanBase Rate Loans; (4) to interest on the other LIBOR Loans, ratably in proportion to the interest accrued as to each Loanorder of maturity; (5) to principal payments all then outstanding obligations under any interest rate cap, swap or collar agreements, or other agreements or arrangements secured by the Loan Documents designed to provide protection against fluctuations in interest rates permitted hereunder, to the extent the amount owed corresponds to interest on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably notional amount thereof; (6) to the aggregate, combined principal balance amount of the Loan and all other Loans and outstanding Letter of Credit Obligations; and (67) to all other Obligationsoutstanding obligations under any interest rate cap, including expenses of Lenders swap or collar agreements, or other agreements or arrangements secured by the Loan Documents designed to the extent reimbursable under Section 11.3provide protection against fluctuations in interest rates permitted hereunder.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a); and (iv) mandatory prepayments shall be applied as set forth in Sections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or Event of or Default has occurred and is continuing or following the Commitment Termination Date, Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders)thereto, payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's ’s expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; and (6) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 11.3; provided, however, that mandatory prepayments as described in Section 1.3(b)(v) shall be applied in the manner set forth therein. (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of Borrower and cause to be paid all Fees, expenses, Charges, -14- costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by Borrower under this Agreement or any of the other Loan Documents if and to the extent Borrower fails to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving LoanLoan (first to Index Rate Loans and then to LIBOR Loans); (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a); and (iviii) mandatory prepayments shall be applied as set forth in Sections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or Event of or Default has occurred and is continuing or following the Commitment Termination Date, Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders)thereto, payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's ’s expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans (first to Index Rate Loans and then to LIBOR Loans) and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; and (6) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 11.3.

Application and Allocation of Payments. (a) So Subject to the terms of any applicable Intercreditor Agreement (if any), so long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific regularly scheduled payments then due shall be applied to those scheduled payments; , (iiiii) voluntary prepayments shall be applied as determined by Borrower, subject to in accordance with the provisions of Section 1.3(a2.3(a); , and (iviii) mandatory prepayments shall be applied as set forth in Sections 1.3(c2.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other mandatory payment, and as to all payments made when a Default or an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower. All voluntary prepayments shall be applied as directed by Borrower Representative; provided, however, any voluntary repayment of the Revolving Credit Advances will be made pro rata between Revolver 1 Credit Advances and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations Revolver 2 Credit Advances (or otherwise as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and recordsrequired hereunder). In the absence of a specific determination by Agent with respect thereto all circumstances, subject to any applicable Intercreditor Agreement (with the concurrence of Requisite Lendersif any), after an Event of Default, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's ’s and Co-Collateral Agents’ expenses reimbursable hereunderhereunder and to all obligations owing to Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documents; (2) to interest on the Swing Line LoanLoans; (3) to principal payments on the Swing Line LoanLoans; (4) to interest on the other LoansLoans and Secured Hedging Obligations, ratably in proportion to the interest accrued as to each LoanLoan and Secured Hedging Obligations; (5) to principal payments on the other Loans and to provide (or cash collateral for with respect to the Letter of Credit Obligations) and Secured Hedging Obligations, ratably in proportion to the principal balance of each Loan, each Secured Hedging Obligation and the Letter of Credit Obligations (provided, however, that any payments and proceeds of Eligible Corporate Aircraft and Eligible Real Estate shall be applied first to principal payments on the Revolver 1 Credit Advances until paid in the manner described in Annex B, ratably full and then to the aggregate, combined principal balance of payments on the other Loans and outstanding (or cash collateral with respect to the Letter of Credit Obligations) and Secured Hedging Obligations, ratably in proportion to the principal balance of each Loan, each Secured Hedging Obligation and the Letter of Credit Obligations); and (6) to the payment of the Bank Products Obligations then due and payable; (7) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 11.3.12.3. Notwithstanding anything to the contrary contained herein, at all times after the acceleration of the Obligations, a Commitment Termination Date, the failure to comply with the requirements under Section 7.10 or any Event of Default arising under Section 9.1(a), (h), (k) or (l), payments and proceeds of Collateral shall be applied as follows: (A) to Fees and Agent’s and the Co-Collateral Agents’ expenses reimbursable hereunder and to all obligations owing to Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documents; (B) to interest on the Swing Line Loans; (C) to principal payments on the Swing Line Loans;

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iiiii) voluntary prepayments shall be applied as determined by Borrower, subject to in accordance with the provisions of Section 1.3(a); and (iviii) mandatory prepayments shall be applied as set forth in Sections Section 1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its applicable Pro Rata Share, except as otherwise provided in Section 1.3(a) and Section 1.3(b) if a Term Lender declines a partial prepayment of the Term Loan or if a partial prepayment is made pursuant to Section 1.3(b)(vii). As to any other payment, and as to all payments made when a Default or an Event of Default has occurred and is continuing or following the Commitment Termination Date, Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, Borrower and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent unless expressly stated otherwise in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders)this Agreement, payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) Loans, unpaid Swap Related Reimbursement Obligations, and unpaid Hedging Obligations of Borrower to principal payments on the Swing Line Loan; (4) a Lender pursuant to an interest on the other Loansrate protection agreement entered into in accordance and solely to comply with Section 5.10 with any Lender, ratably in proportion to the interest accrued as to each Loan, unpaid Swap Related Reimbursement Obligations, and unpaid Hedging Obligations of Borrower to a Lender pursuant to an interest rate protection agreement entered into in accordance and solely to comply with Section 5.10 with any Lender, as applicable; (53) to principal payments on the other Loans Loans, unpaid Swap Related Reimbursement Obligations, and unpaid Hedging Obligations of Borrower to provide cash collateral for Letter of Credit Obligations a Lender pursuant to an interest rate protection agreement entered into in the manner described in Annex Baccordance and solely to comply with Section 5.10 with any Lender, ratably in proportion to the aggregate, combined outstanding principal balance of the other Loans each Loan, unpaid Swap Related Reimbursement Obligations and outstanding Letter Hedging Obligations of Credit ObligationsBorrower to a Lender pursuant to an interest rate protection agreement entered into in accordance and solely to comply with Section 5.10 with any Lender, as applicable; and (64) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 11.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has shall have occurred and is be continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, applied to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to in accordance with the provisions of Section 1.3(a); and (iviii) mandatory prepayments shall be applied as set forth in Sections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular the Revolving Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or Event of Default has occurred and is continuing or following the Commitment Termination Date, Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent Lender shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrower as Agent Lender may deem advisable notwithstanding any previous entry by Agent Lender in the Loan Account or any other books and records. In the absence of a specific determination by Agent Lender with respect thereto (with the concurrence of Requisite Lenders)thereto, payments shall be applied to amounts then due and payable in the following order: (1) to Fees and AgentLender's expenses reimbursable hereunder; (2) to interest on the Swing Line Revolving Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans Revolving Loan and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Revolving Loans and outstanding Letter of Credit Obligations; and (64) to all other Obligations, Obligations including expenses of Lenders Lender to the extent reimbursable under Section 11.310.3. Lender is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by Borrower under this Agreement or any of the other Loan Document, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the balance of the aggregate Revolving Loan to Borrower to exceed Borrowing Availability after giving effect to such charges. At Lender's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has shall have occurred and is be continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, applied to the Swing Line Loan and, second, and the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a); and (iv) mandatory prepayments shall be applied as set forth in Sections 1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata ShareSection 1.3. As to any each other payment, and as to all payments made when a Default or an Event of Default has shall have occurred and is be continuing or following the Commitment Termination Date, Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply apply, reverse and reapply any and all such payments against the Obligations of Borrower as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders)thereto, payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations and Litigation L/C Obligations in the manner described in Annex BB and the Litigation L/C Agreement, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations and Litigation L/C Obligations; and (6) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 11.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has shall have occurred and is be continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, applied to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a); and (iv) mandatory prepayments shall be applied as set forth in Sections 1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata ShareSection 1.3. As to any each other payment, and as to all payments made when a Default or Event of or Default has shall have occurred and is be continuing or following the Commitment Termination Date, Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent Lender shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent Lender may deem advisable notwithstanding any previous entry by Agent Lender in the Loan Account or any other books and records. In the absence of a specific determination by Agent Lender with respect thereto (with the concurrence of Requisite Lenders)thereto, payments shall be applied to amounts then due and payable in the following order: (1) to Fees and AgentLender's expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (53) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; and (64) to all other Obligations, including expenses of Lenders Obligations to the extent reimbursable under Section 11.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments for costs, interest or fees then due shall be applied to those scheduled payments; (iiiii) voluntary prepayments shall be applied as determined by Borrower, subject to in accordance with the provisions of Section 1.3(a); and (iviii) mandatory prepayments shall be applied as set forth in Sections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or an Event of Default has occurred and is continuing or following the Commitment Termination Date, Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders)thereto, payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's ’s expenses reimbursable hereunder; (2) to interest on the Swing Line LoanRevolving Loans; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; and (64) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 11.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, secondapplied to, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to in accordance with the provisions of Section 1.3(a); and (iviii) mandatory prepayments shall be applied as set forth in Sections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders), payments shall be applied to amounts Borrowers then due and payable in the following order: (1) to Fees and Agent's ’s expenses reimbursable hereunder; (2) to interest on the Swing Line LoanRevolving Loans; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Revolving Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Revolving Loans and outstanding Letter of Credit Obligations; and (64) to all other Obligations (other than Rate Protection Agreements and , Swap Related Reimbursement Obligations and GE Lease Obligations), including expenses of to Lenders to the extent reimbursable under Section 11.3, and to payments under the Canadian Guaranty; and (5) to Rate Protection Agreements and , unpaid Swap Related Reimbursement Obligations and GE Lease Obligations ratably in proportion to the aggregate amounts owed as to each Rate Protection Agreement and , unpaid Swap Related Reimbursement Obligation, as applicable and GE Lease Obligations, as applicable. For the avoidance of doubt, notwithstanding any other provision of any Loan Document (but subject to Section 9.8 (Sharing of Payments)), no payment received directly or indirectly from any Obligor that is not an Eligible Party shall be applied directly or indirectly by Agent to the payment of any Swap Obligation.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has shall have occurred and is be continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by BorrowerBorrower Representative, subject to the provisions of Section 1.3(a); and (ivii) mandatory prepayments shall be applied as set forth in Sections 1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata ShareSection 1.3. As to any each other payment, and as to all payments made when a Default or Event of Default has shall have occurred and is be continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Administrative Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Administrative Agent may deem advisable notwithstanding any previous entry by Administrative Agent in the Loan Account or any other books and records. In the absence of a specific determination by Administrative Agent with respect thereto (with the concurrence of Requisite Lenders)thereto, payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; and (6) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 11.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan andLoan, second, to the Tranche A Revolving LoanCredit Advances, third, to provide cash collateral for Letter of Credit Obligations in the manner set forth in Annex B, and fourth, to the Tranche B Revolving Credit Advances subject to the provisions of Section 1.1(a)(iii); (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to in accordance with the provisions of Section 1.3(a); and (iviii) mandatory prepayments shall be applied as set forth in Sections Section 1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and recordsrecords for so long as an Event of Default has occurred and is continuing. In all circumstances, after acceleration or maturity of the absence Obligations, all payments and proceeds of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders), payments Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's ’s expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Tranche A Revolving Loan; (5) to principal payments on the other Loans Tranche A Revolving Loan and to provide cash collateral for contingent Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans Tranche A Revolving Loan and outstanding Letter of Credit Obligations; and (6) to interest on the Tranche B Revolving Loan; (7) to principal payments on the Tranche B Revolving Loan; and (8) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 11.311.3 and any Obligations under any Secured Rate Contract, ratably to all such Obligations.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iiiii) voluntary prepayments shall be applied as determined by Borrowerthe applicable Borrower and directed by Borrower Representative, subject to the provisions of Section 1.3(a); and (iviii) mandatory prepayments shall be applied as set forth in Sections 1.3(c1.3(b) and (c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In The Borrowers acknowledge and agree that, in the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders)thereto, payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's expenses reimbursable hereunder; (2) to interest on the US Swing Line Loans and European Swing Line Loans, ratably in proportion to the interest accrued as to each such Loan; (3) to principal payments on the US Swing Line LoanLoans and European Swing Line Loans; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and Loans; (6) to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; and (67) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 11.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in made to the ordinary course of business Agent shall be applied, first, to Fees and reimbursable expenses of Agent then due and payable pursuant to any of the Loan Documents; second to the Swing Line Loan and, secondthird, to the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by BorrowerBorrower Representative, subject to the provisions of Section 1.3(a); and (iv) mandatory prepayments shall be applied as set forth in Sections 1.3(c), 1.3(d) and 1.3(e); provided that prior to application of any such voluntary or mandatory prepayments to the principal of the Loans, Agent may in its discretion apply such funds to any Fees and expenses of Agent then due and payable under the Loan Documents and to interest then due on the Loans. All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders), payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; and (6) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 11.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; and (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a); and (iv) mandatory prepayments shall be applied as set forth in Sections 1.3(cSECTIONS 1.3(C) and 1.3(D). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders)thereto, payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex ANNEX B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; and (6) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section SECTION 11.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, applied to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by BorrowerBorrower Representative, subject to the provisions of Section 1.3(a); and (iv) mandatory prepayments shall be applied as set forth in Sections 1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In all circumstances, after the absence acceleration or maturity of a specific determination by Agent with respect thereto (with the concurrence Obligations, all payments and proceeds of Requisite Lenders), payments Collateral shall be applied to amounts then due and payable in the following order: (1) to reimburse the L/C Issuer for all unreimbursed draws or payments made by it under Letters of Credit; (2) to Fees and Agent's ’s expenses reimbursable hereunder; (23) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other LoansLoans and unpaid Swap Related Reimbursement Obligations, ratably in proportion to the interest accrued as to each LoanLoan and unpaid Swap Related Reimbursement Obligations, as applicable; (54) to principal payments on the other Loans and unpaid Swap Related Reimbursement Obligations and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans Loans, unpaid Swap Related Reimbursement Obligations and outstanding Letter of Credit Obligations; and (65) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 11.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iiiii) voluntary prepayments shall be applied as determined by BorrowerBorrower Representative, subject to the provisions of Section 1.3(a1.2(a); and (iviii) mandatory prepayments shall be applied as set forth in Sections 1.3(cSection 1.2(b) and (c). All payments and prepayments applied to a particular Term Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata ShareShare Outstanding of such Term Loan. As to any other payment, and as to all payments made when a Default or an Event of Default has occurred and is continuing or following the Commitment Termination Maturity Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders)thereto, payments shall be applied to amounts then due and payable in the following order: (1) first, to Fees and Agent's and Lenders' expenses reimbursable hereunder; (2) second, to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Term Loans, ratably in proportion to the interest accrued as to each Term Loan; (5) third, to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex BTerm Loans, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit ObligationsTerm Loans; and (6) fourth, to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 11.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall shall, subject to paragraph (f) of Annex C, be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; and (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a); and (iv) mandatory prepayments shall be applied as set forth in Sections 1.3(c)paragraphs (b) through (f) of Section 1.3. All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or an Event of Default has occurred and is continuing or following the Commitment Termination Date, Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Administrative Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Administrative Agent may deem advisable notwithstanding any previous entry by Administrative Agent in the Loan Account or any other books and records. In the absence of a specific determination by Administrative Agent with respect thereto (with the concurrence of Requisite Lenders)thereto, payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's Agents' expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Revolving Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Revolving Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Revolving Loans and outstanding Letter of Credit Obligations; and (6) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 11.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by BorrowerBorrower Representative, subject to the provisions of Section 1.3(a); and (iv) mandatory prepayments shall be applied as set forth in Sections Section 1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders)thereto, payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; and (6) to all other Obligations other than Hedging Obligations, including expenses of Lenders to the extent reimbursable under Section 11.3; and (7) to Hedging Obligations.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has shall have occurred and is be continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, applied to the Swing Line Loan and, second, and the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by BorrowerBorrower Representative, subject to the provisions of Section 1.3(a); and (iv) mandatory prepayments shall be applied as set forth in Sections 1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata ShareSection 1.3. As to any each other payment, and as to all payments made when a Default or an Event of Default has shall have occurred and is be continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders)thereto, payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's and the Lenders' expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; and (6) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 11.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a); and (iv) mandatory prepayments shall be applied as set forth in Sections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default an Event or Event of Default has occurred and is continuing or following the Commitment Termination Date, Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by records (and Agent with respect thereto (and each Lender agrees with the concurrence Agent and each other Lender that notwithstanding anything to the contrary contained herein or otherwise, each payment made (i) when an Event or Default has occurred and is continuing and the maturity of Requisite Lenders)all or any portion of the Obligations has been accelerated or (ii) following the Commitment Termination Date, payments shall be applied as follows: first, to amounts Fees and reimbursable expenses of Agent then due and payable in pursuant to any of the following order: (1) Loan Documents; second, to Fees accrued and Agent's expenses reimbursable hereunder; (2) to unpaid interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion with respect to the interest accrued as Loans (other than Term Loan C) (pro rata, based upon the amount thereof); third, to each Loan; the principal amount of the Obligations outstanding (5other than Term Loan C or Obligations under one or more Interest Rate Agreements) to principal payments on the other Loans and to provide cash collateral for Letter collateralize outstanding Letters of Credit Obligations in (pro rata among all such Obligations, based upon the manner described in Annex principal amount thereof or the outstanding face amount of such Letters of Credit, as applicable) (and with respect to amounts applied to Term Loan B, ratably to the aggregatescheduled installments thereof in inverse order of maturity), combined fourth, to Obligations under Interest Rate Agreements which the Agent has agreed in writing relate to Term Loan B (pro rata, based upon the amount thereof); fifth, to accrued and unpaid interest with respect to Term Loan C; sixth, to the principal balance amount of Term Loan C; seventh, to Obligations under Interest Rate Agreements (pro rata, based upon the other Loans and outstanding Letter of Credit Obligationsamount thereof); and eighth, to any other Obligations then due and owing (6) to all other Obligationspro rata, including expenses of Lenders to based upon the extent reimbursable under Section 11.3amount thereof).

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business and not subject to clauses (ii), (iii) and (iv) below shall be applied, first, to the Swing Line Loan and, second, to the Revolving LoanLoans; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a); and (iv) mandatory prepayments shall be applied as set forth in Sections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or Event of Default has occurred and is continuing or following the Commitment Termination Date, Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders)thereto, payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's ’s expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; and (6) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 11.3; provided, that, as to items (2) through (5) above, (x) payments funded from the assets or operations of Borrower and its Subsidiaries (excluding the RBC Swiss Group Members) shall be applied first to interest and principal of the Loans other than the interest and principal of the Schaublin Revolving Loan and to cash collateralize the Letter of Credit Obligations and then to interest and principal of the Schaublin Revolving Loan (which application shall corresponding reduce each of the Schaublin Intercompany Loans) and (y) payments funded from the assets or operations of the RBC Swiss Group Members shall be applied first to interest and principal of the Schaublin Revolving Loan (which application shall corresponding reduce each of the Schaublin Intercompany Loans) and then, subject to applicable laws, to interest and principal of the other Loans and to cash collateralize the Letter of Credit Obligations.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a); and (iv) mandatory prepayments shall be applied as set forth in Sections 1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and Borrower hereby irrevocably waives as to all payments made when a Default or Event of Default has occurred from and is continuing or following after the Commitment Termination Date, Borrower hereby irrevocably waives the right to direct the application of any and all such payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto after the Commitment Termination Date and in all other instances (with the concurrence of Requisite Lendersexcept as otherwise expressly provided herein), payments shall be applied to amounts then due and payable in the following orderorder of priority, in each instance until all Obligations having a higher priority have been paid in full: (1) to Fees and Agent's expenses reimbursable hereunder; (2) to accrued interest on the Swing Line Loan; (3) to the outstanding principal payments on balance of the Swing Line Loan; (4) to accrued interest on the other Index Rate Loans, ratably in proportion to the interest accrued as to each Loan; (5) to the principal payments balance of Index Rate Loans; (6) to accrued interest on LIBOR Rate Loans; (7) to the other Loans and principal balance of LIBOR Rate Loans; (8) if the Commitment Termination Date has occurred or if L/C Availability is less than zero, to provide cash collateral for collateralize Letter of Credit Obligations and Eligible Trade L/C Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; SCHEDULE B and (69) to all other Obligations, Obligations then due and payable including expenses of Lenders to the extent reimbursable under Section SECTION 11.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iiiii) voluntary prepayments shall be applied as determined by Borrower, subject to in accordance with the provisions of Section 1.3(a2.2(a); and (iviii) mandatory prepayments shall be applied as set forth in Sections 1.3(c2.3(c) and 2.2(d), as applicable. All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of any Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders)thereto, payments shall be applied to amounts then due and payable in the following order: (1) to Fees Agent’s and Agent's any Lender’s expenses reimbursable hereunderhereunder (including, without limitation, to the extent reimbursable under Section 13.3); (2) to interest on the Swing Line Loanany outstanding Fees; (3) to principal payments interest on the Swing Line LoanBase Rate Loans; (4) to interest on the other LIBOR Loans, ratably in proportion to the interest accrued as to each Loanorder of maturity; (5) to principal payments all then outstanding obligations under any interest rate cap, swap or collar agreements, or other agreements or arrangements secured by the Loan Documents designed to provide protection against fluctuations in interest rates permitted hereunder, to the extent the amount owed corresponds to interest on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably notional amount thereof; (6) to the aggregate, combined principal balance amount of the Loan and all other Loans and outstanding Letter of Credit Obligations; and (67) to all other Obligationsoutstanding obligations under any interest rate cap, including expenses of Lenders swap or collar agreements, or other agreements or arrangements secured by the Loan Documents designed to the extent reimbursable under Section 11.3provide protection against fluctuations in interest rates permitted hereunder.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iiiii) voluntary prepayments shall be applied as determined by Borrower, subject to in accordance with the provisions of Section 1.3(a); and (iviii) mandatory prepayments shall be applied as set forth in Sections Section 1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its applicable Pro Rata Share, except as otherwise provided in Section 1.3(a) and Section 1.3(b) if a Term Lender declines a partial prepayment of the Term Loan or if a partial prepayment is made pursuant to Section 1.3(b)(vii). As to any other payment, and as to all payments made when a Default or an Event of Default has occurred and is continuing or following the Commitment Termination Date, Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, Borrower and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent unless expressly stated otherwise in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders)this Agreement, payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) Loans and unpaid Hedging Obligations of Borrower pursuant to principal payments on the Swing Line Loan; (4) an interest rate protection agreement entered into with a Secured Swap Provider in accordance and solely to interest on the other Loanscomply with Section 5.10, ratably in proportion to the interest accrued as to each LoanLoan and unpaid Hedging Obligations of Borrower pursuant to an interest rate protection agreement entered into with a Secured Swap Provider in accordance and solely to comply with Section 5.10, as applicable; (53) to principal payments on the other Loans and unpaid Hedging Obligations of Borrower pursuant to provide cash collateral for Letter of Credit Obligations an interest rate protection agreement entered into with a Secured Swap Provider in the manner described in Annex Baccordance and solely to comply with Section 5.10, ratably in proportion to the aggregate, combined outstanding principal balance of the other Loans each Loan and outstanding Letter Hedging Obligations of Credit ObligationsBorrower pursuant to an interest rate protection agreement entered into with a Secured Swap Provider in accordance and solely to comply with Section 5.10, as applicable; and (64) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 11.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to in accordance with the provisions of Section 1.3(a); and (iv) mandatory prepayments shall be applied as set forth in Sections 1.3(b) and 1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In all circumstances, after acceleration or maturity of the absence Obligations, all payments and proceeds of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders), payments Collateral shall be applied to amounts then due and payable in the following order: (1) to reimburse the L/C Issuer for all unreimbursed draws or payments made by it under Letters of Credit, (2) to Fees and Agent's ’s expenses reimbursable hereunder; (23) to interest on the Swing Line Loan; (34) to principal payments on the Swing Line Loan; (45) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (56) to principal payments on the other Loans and any Obligations under any Secured Rate Contract and to provide cash collateral for contingent Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans Loans, Obligations under any Secured Rate Contract and outstanding Letter of Credit Obligations; and (67) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 11.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has shall have occurred and is be continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, applied to the Swing Line Loan and, second, the Revolving Loan; and (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a); and (iv) mandatory prepayments shall be applied as set forth in Sections 1.3(c)Section 1.3. All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any each other payment, and as to all payments made when a Default or Event of or Default has shall have occurred and is be continuing or following the Commitment Termination Date, Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders)thereto, payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's expenses reimbursable hereunder; (2) to interest on the Swing Line LoanLoans; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; and (64) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 11.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific regularly scheduled payments then due shall be applied to those scheduled payments; , (iiiii) voluntary prepayments shall be applied as determined by Borrower, subject to in accordance with the provisions of Section 1.3(a2.3(a); , and (iviii) mandatory prepayments shall be applied as set forth in Sections 1.3(c2.3(d). All payments and prepayments applied to a the Loansa particular Loan shall be applied on a pro rata basis between the Facility and the Term B-1 Facility based on the aggregate principal amount of Loans outstanding thereunder at such time and shall be further applied ratably within the Facility and the Term B-1 Facilityratably to the portion thereof held by each Lender as determined by its Pro Rata ShareShare of the Facility or Term B-1 Facility, as applicable. As to any other payment, and as to all payments made when a Default or an Event of Default has occurred and is continuing or following the Commitment Termination Datecontinuing, Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or a Credit Party. All voluntary prepayments shall be applied as directed by Borrower; provided, that all such voluntary prepayment shall be applied on behalf a pro rata basis between the Facility and the Term B-1 Facility based on the aggregate principal amount of BorrowerLoans outstanding thereunder at such time. In all circumstances after an Event of Default, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any all payments and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence proceeds of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders), payments Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's ’s expenses reimbursable hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; and (63) to all other ObligationsObligations hereunder on a ratable basis, including expenses of Lenders to the extent reimbursable under Section 11.312.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a); and (iv) mandatory prepayments shall be applied as set forth in Sections 1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or Event of Default has occurred and is continuing or following the Commitment Termination Date, Borrower hereby irrevocably waives the right to direct the application of any and all payments at any time or times hereafter received from or on behalf of Borrower, Borrower and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the then due and payable Obligations of Borrower and in repayment of the Revolving Credit Loan, Letter of Credit Obligations and the Term Loans, as Agent may deem advisable notwithstanding any previous entry by Agent in upon the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with 1.4 thereto, the concurrence of Requisite Lenders), payments same shall be applied to amounts then due and payable in the following order: (1i) to then due and payable Fees and Agent's expenses reimbursable hereunderexpenses; (2ii) to then due and payable interest payments on the Swing Line Term Loans and on the Revolving Credit Loan; (3iii) to Obligations other than Fees, expenses and interest and principal payments; and (iv) to then due and payable principal payments on the Swing Line Loan; (4) to interest Term Loans and on the other Revolving Credit Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; and (6v) to all other then due and payable Obligations. Agent is authorized to, including expenses and, upon the expiration of Lenders the applicable time period, if any, set forth in Section 8.1 hereof, at its option may, make or cause to be made Revolving Credit Advances on behalf of Borrower for payment of all Fees, expenses, Charges, costs, principal, interest, or other Obligations owing by Borrower under this Agreement or any of the other Loan Documents if and to the extent reimbursable under Section 11.3Borrower fails to promptly pay any such amounts as and when due, even if such Revolving Credit Advance would cause total Revolving Credit Advances to exceed Borrowing Availability or the Maximum Revolving Credit Loan amount. At Agent's option and to the extent permitted by law, any advances so made shall be deemed Revolving Credit Advances constituting part of the Revolving Credit Loan hereunder.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iiiii) voluntary prepayments shall be applied as determined by Borrowerthe applicable Borrower and directed by Borrower Representative, subject to the provisions of Section 1.3(a); and (iviii) mandatory prepayments shall be applied as set forth in Sections 1.3(c1.3(b) and (c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In The Borrowers acknowledge and agree that, in the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders)thereto, payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's ’s expenses reimbursable hereunder; (2) to interest on the US Swing Line Loan and European Swing Line Loan, ratably in proportion to the interest accrued as to each such Loan; (3) to principal payments on the US Swing Line Loan and European Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and Loans; (6) to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably ; (7) to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit any Eligible Swap Obligations; and (6) 8) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 11.3.

Application and Allocation of Payments. (a) So Subject to the terms of the Intercreditor Agreement and to the extent not required to be used to prepay Revolver Loan Obligations under the Revolving Loan Credit Agreement, so long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific regularly scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a); payments and (ivii) all mandatory prepayments shall be applied as set forth in Sections 1.3(c2.3(c). All payments and prepayments applied to a particular Loan the Term Loans shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other mandatory payment, and as to all payments made when a Default or an Event of Default has occurred and is continuing or following the Commitment Termination Date, Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent . All voluntary prepayments shall have the continuing exclusive right to apply any and all such payments against the Obligations be applied as Agent may deem advisable notwithstanding any previous entry directed by Agent in the Loan Account or any other books and recordsBorrower. In all circumstances, subject to the absence Intercreditor Agreement, after the occurrence and during the continuation of a specific determination by Agent with respect thereto (with the concurrence an Event of Requisite Lenders)Default, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1i) to Fees and Agent's ’s expenses reimbursable hereunder; (2ii) to interest on the Swing Line Loan; (3) to principal payments on Term Loans and the Swing Line Loan; (4) to interest on the other LoansSecured Hedge Obligations, ratably in proportion to the interest accrued as to each LoanLoan and Secured Hedge Obligation; (5iii) to principal payments on the other outstanding Term Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex BSecured Hedge Obligations, ratably in proportion to the aggregate, combined principal balance of the other Loans each Loan and outstanding Letter of Credit Obligationseach Secured Hedge Obligation; and (6iv) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 11.312.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iiiii) voluntary prepayments shall be applied as determined by Borrower, subject to in accordance with the provisions of Section 1.3(a); and (iviii) mandatory prepayments shall be applied as set forth in Sections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or an Event of Default has occurred and is continuing or following the Commitment Termination Date, Borrower Borrowers hereby irrevocably waives waive the right to direct the application of any and all payments received from or on behalf of a Borrower, and Borrower Borrowers hereby irrevocably agrees agree that Agent Requisite Lenders shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent Requisite Lenders may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent Requisite Lenders with respect thereto (with and after acceleration or maturity of the concurrence Obligations, all payments and proceeds of Requisite Lenders), payments Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's expenses and to Fees reimbursable hereunder; (2) to interest on the Swing Line LoanLoans; (3) to principal payments on the Swing Line LoanLoans; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and any Obligations under any Secured Rate Contract and to provide cash collateral for contingent Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, aggregate combined principal balance of the other Loans Loans, Obligations under any Secured Rate Contract and outstanding Letter of Credit Obligations; and (6) to Bank Product Obligations and (7) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 11.3; provided, that no payments by a Guarantor and no proceeds of Collateral of a Guarantor shall be applied to Excluded Rate Contract Obligations of such Guarantor.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, Prior to the Swing Line Loan anddate on which the Final Accounting for any Liquidation Sale is approved by Lender, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a); and (iv) mandatory prepayments shall be applied as set forth in Sections 1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or Event of Default has occurred and is continuing or following the Commitment Termination Date, Borrower hereby irrevocably waives the right to direct the application of any and all payments at any time or times received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have (or from or on behalf of any joint venture of which the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of Borrower is a specific determination by Agent joint venturer) with respect thereto (with the concurrence of Requisite Lenders), payments to such Liquidation Sale shall be applied applied, subject to amounts then due and payable the Final Accounting, in the following order: (1i) principal payments with respect to Fees and Agent's expenses reimbursable hereunderRevolving Credit Advances (including Total Expense Advances) made with respect to Expenses of the applicable Liquidation Sale; (2ii) then due and payable payments of interest with respect to interest on the Swing Line applicable Liquidation Loan; (3iii) then due and payable Letter of Credit Fees with respect to the applicable Liquidation Loan; (iv) then due and payable Obligations with respect to the applicable Liquidation Loan, other than interest, Letter of Credit Fees, and principal payments; (v) principal payments on the Swing Line Loanapplicable Liquidation Loan (other than with respect to Expenses); (4vi) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance B until all of the other Loans and outstanding such Letter of Credit ObligationsObligations with respect to the applicable Liquidation Sale have been fully cash collateralized; (vii) to fund a reserve for all Expenses shown on the Budget that have not been paid or yet incurred with respect to the applicable Liquidation Sale, to the extent such Expenses have not been otherwise reserved for under a Letter of Credit; (viii) to fund a reserve for the Recovery Amount with respect to the applicable Liquidation Sale; (ix) to Expenses paid by Borrower with respect to the applicable Liquidation Sale that were not funded with Revolving Credit Advances; (x) to deposits to the Disbursement Account, for the benefit of Borrower, for payment of up to the Borrower Equity Amount; (xi) to any unpaid amounts due to Lender in respect to other Liquidation Loans in respect to other Liquidation Sales that have been completed; and (6xii) ninety percent (90%) of the remaining amount, if any, to preliminary payments based on the Net Profit Margin with respect to the applicable Liquidation Sale, pro rata based upon the Success Fee percentage for such Liquidation Sale to Lender for the Success Fee and to deposits to the Disbursement Account for the benefit of Borrower; and (xiii) the remaining ten percent (10%) to all other Obligationsbe held by Lender pending completion of the Final Accounting. Upon the Final Accounting, including expenses any remaining amounts received by Lender with respect to such Liquidation Sale after application in accordance with the order set forth above, shall be applied in the following order: (I) to payment of Lenders the Success Fee, if any, with respect to such Liquidation Sale; and then (II) to deposits to the extent reimbursable under Section 11.3Disbursement Account, for the benefit of Borrower.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has shall have occurred and is be continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iiiii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a); and (iviii) mandatory prepayments shall be applied as set forth in Sections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any each other payment, and as to all payments made when a Default or Event of or Default has shall have occurred and is be continuing or following the Commitment Termination DateDate with respect to payments under the Revolving Loan, or the Term Loan Termination Date with respect to payments under the Term Loan, Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders)thereto, payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's reimbursable expenses reimbursable hereunderof Agent and Revolving Credit Agent due and payable pursuant to any of the Loan Documents; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (53) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex Breasonably requested by Revolving Credit Agent, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; and (6) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 11.3.combined

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a); and (iv) mandatory prepayments shall be applied as set forth in Sections 1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or Event of Default has occurred and is continuing or following the Commitment Termination Date, Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders)) and at all times following the declaration of the Obligations becoming due pursuant to Section 8.2, payments shall be applied to amounts then due and payable in the following order: (1) to Fees and Fees, Agent's expenses reimbursable hereunder and Agent's Indemnified Liabilities hereunder; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; and (6) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 11.311.3 and all Lender Indemnified Liabilities.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a); and (iv) mandatory prepayments shall be applied as set forth in Sections 1.3(c). All payments and prepayments applied to a particular of principal and interest in respect of the Revolving Loan and Swing Line Loan (except as provided in Sections 1.13, 1.15 and 1.16) shall be applied ratably to the portion thereof held by each Revolving Lender as determined by its Pro Rata Share. All payments and repayments of Synthetic Loan Reimbursement Amounts and interest or earnings in respect of the Synthetic Loan Credit-Linked Deposits shall be applied pro rata among the Synthetic Loan Lenders in accordance with the Synthetic Loan Participations of such Synthetic Loan Lenders. Except as set forth below in clauses (i) and (ii) of this Section 1.11(a) or as set forth in Section 1.3, Borrower shall have the right to direct the application of all payments made by it toward Revolving Loans, Swing Line Loans, Synthetic Loan Reimbursement Amounts, interest, fees, expenses or any other Obligations. As to any other paymentpayment the application of which is not so directed, and as to all payments made when a Default or an Event of Default or a Cash Dominion Event has occurred and is continuing (and, in respect of such Cash Dominion Event, no corresponding Cash Dominion Termination Event has occurred), or following the Commitment Termination Date, Borrower hereby irrevocably waives the right to direct the application of any and all funds on deposit in the Collection Account, the Synthetic Loan Credit-Linked Deposit Account, the Cash Collateral Account and/or, in the case of a Cash Dominion Event or an acceleration of the Obligations, the Concentration Account or any other proceeds of Collateral and all payments received from or on behalf of BorrowerBorrower or any Guarantor, and Borrower hereby irrevocably agrees that Administrative Agent shall have the continuing exclusive right to apply any and all such funds on deposit in the Collection Account, the Synthetic Loan Credit-Linked Deposit Account, the Cash Collateral Account, and/or, in the case of a Cash Dominion Event or an acceleration of the Obligations, the Concentration Account or any other proceeds of Collateral and all payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders), payments shall be applied to amounts then due and payable in the following order: (1i) in the event the Obligations have been accelerated or following the Commitment Termination Date: (A) to Fees and Administrative Agent's and each Co-Syndication Agent's expenses reimbursable hereunder; , (2B) to accrued but unpaid interest on the Swing Line Loan; , (3C) to principal payments on the Swing Line Loan; Loan until paid in full, (4D) pro rata to accrued but unpaid interest on the other Revolving Credit Advances and Synthetic Loans, (E) pro rata to the outstanding principal amount of the Revolving Loans (and applied, with respect to the Revolving Loans, ratably between the Revolving Credit Advances and the cash collateralization of the Revolving Loan Letters of Credit in proportion accordance with Annex B), the outstanding principal amount of the Synthetic Loan (or, if not then due and payable, to cash collateralize the Synthetic Loan Letters of Credit in accordance with Annex B) and to the interest accrued as to each Loan; outstanding Obligations constituting Pari Passu Cash Management Obligations, (5) to principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; and (6F) to all other Obligations (other than the Cash Management Obligations, ) including expenses of Lenders to the extent reimbursable under Section 11.3, (G) to the Cash Management Banks ratably in an amount not to exceed the outstanding Obligations constituting Subordinated Cash Management Obligations and (H) any surplus shall be remitted to Borrower or any other Person lawfully entitled thereto and (ii) on each Business Day in the event either an Event of Default has occurred and is continuing or a Cash Dominion Event has occurred (and no corresponding Cash Dominion Termination Event has occurred), in each case, other than as described in clause (i) above: (A) to Fees and Administrative Agent's and each Co-Syndication Agent's expenses reimbursable hereunder, (B) to accrued but unpaid interest on the Swing Line Loan, (C) to principal payments on the Swing Line Loan until paid in full, (D) pro rata to accrued but unpaid interest on the Revolving Credit Advances and Synthetic Loans, (E) pro rata to the outstanding principal amount of the Revolving Credit Advances and the Synthetic Loan, (F) pro rata to the cash collateralization of the Revolving Loan Letters of Credit and the Synthetic Loan Letters of Credit, in each case, in accordance with Annex B, (G) to all other Obligations (other than the Cash Management Obligations) then due and payable including expenses of Lenders to the extent reimbursable under Section 11.3 and (H) any surplus shall be remitted to Borrower or any other Person lawfully entitled thereto.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iiiii) voluntary prepayments shall be applied as determined by Borrower, subject to in accordance with the provisions of Section 1.3(a); and (iviii) mandatory prepayments shall be applied as set forth in Sections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when a Default or an Event of Default has occurred and is continuing or following the Commitment Termination Date, Borrower Borrowers hereby irrevocably waives waive the right to direct the application of any and all payments received from or on behalf of a Borrower, and Borrower Borrowers hereby irrevocably agrees agree that Agent Requisite Lenders shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent Requisite Lenders may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent Requisite Lenders with respect thereto (with and after acceleration or maturity of the concurrence Obligations, all payments and proceeds of Requisite Lenders), payments Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's expenses and to Fees reimbursable hereunder; (2) to interest on the Swing Line LoanLoans; (3) to principal payments on the Swing Line LoanLoans; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans and any Obligations under any Secured Rate Contract and to provide cash collateral for contingent Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, aggregate combined principal balance of the other Loans Loans, Obligations under any Secured Rate Contract and outstanding Letter of Credit Obligations; and (6) to Bank Product Obligations and (7) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 11.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by BorrowerBorrower Representative, subject to the provisions of Section 1.3(a); and (iviii) mandatory prepayments shall be applied as set forth in Sections 1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata ShareSection 1.3. As to any other payment, and as to all payments made when a Default or an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders)thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: (1) FIRST, to Fees and Agent's reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documents; SECOND, to Fees and any other fees and reimbursable hereunderexpenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; (2) THIRD, to interest then due and payable on the Swing Line Loan; (3) FOURTH, to the principal payments on balance of the Swing Line LoanLoan until the same has been repaid in full; (4) FIFTH, to interest then due and payable on the other LoansRevolving Credit Advances; SIXTH, ratably in proportion to the interest accrued as outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; SEVENTH, to each Loan; (5) to principal payments on the other Loans and any Letter of Credit Obligations, to provide cash collateral for therefor in the manner set forth in Annex B; and LAST to all other Obligations not described in clauses FIRST through SEVENTH, PRO RATA to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a PRO RATA basis in applications referred to in clauses SIXTH and SEVENTH, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner described set forth in Annex B, ratably to the aggregate, combined principal balance B and all obligations of the other Loans and outstanding Letter of Credit Obligations; and (6) to all other Obligations, including expenses of Lenders to the extent reimbursable such Borrower under Section 11.3its Hedging Agreements have been paid in full.

Application and Allocation of Payments. (a) So long as no Default or -------------------------------------- Event of Default has shall have occurred and is be continuing, and regardless of whether Agent or Revolving Credit Agent receives such payment (each of whom hereby agree to transfer any such payment or the appropriate balance thereof, to the other for application in accordance with this Section), (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, applied to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to the provisions of Section 1.3(a1.5(a); and (iv) mandatory prepayments shall be applied as -------------- set forth in Sections 1.3(cSection 1.5(c). All payments and prepayments applied to a particular the --------------- Revolving Loan, the Term Loan A Advances or the Term Loan B Advances shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata ShareLender. As to any each other payment, and as to all payments made when a Default or Event of Default has shall have occurred and is continuing be continuing, or following the Revolving Loan Commitment Termination Date or Term Loan Commitment Termination Date, Borrower hereby irrevocably waives the right to direct the application of any and all payments at any time or times hereafter received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply (or to direct Revolving Credit Agent to apply) any and all such payments against the then due and payable Obligations of Borrower and (to the extent there are no then due and payable Obligations) in repayment of the Loans as Agent may deem advisable notwithstanding any previous entry by Agent or Revolving Credit Agent in the any Loan Account or any other books and records. In the absence of a specific determination by Agent Agent, with respect thereto (with thereto, the concurrence of Requisite Lenders), payments same shall be applied to amounts then due and payable in the following order: (1i) to then due and payable Fees and expenses owing to the Agent's expenses reimbursable hereunder; (2ii) to interest on then due and payable Fees and expenses of the Swing Line LoanLenders; (3iii) to principal then due and payable interest payments on the Swing Line Loan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as principal owed to each LoanLender; (5iv) Obligations to the Lenders other than Fees, expenses, interest and principal payments; and (v) then due and payable principal payments on the other Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex BLoan, ratably in proportion to the aggregate, combined principal balance of the other Loans and outstanding Letter of Credit Obligations; and (6) owed to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 11.3each Lender.