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, 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 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, 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 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 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 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 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; (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, 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 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, 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, 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 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 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 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 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, 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, 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 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 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; (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 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 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 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 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 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 or Co-Agent's expenses (if any) 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.. [EXECUTION VERSION]

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 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. (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, 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 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 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, 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 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 or Default has occurred and is continuing or following the Commitment Termination DateDate (including all proceeds of Collateral), 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 thereto, payments (with the concurrence including all proceeds of Requisite LendersCollateral), 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, unpaid Swap Related Reimbursement Obligations and unpaid Interest Rate Management Obligations, ratably in proportion to the interest accrued as to each Loan, unpaid Swap Related Reimbursement Obligation and unpaid Interest Rate Management Obligations, as applicable; (53) to principal payments on the other Loans Loans, unpaid Swap Related Reimbursement Obligations, unpaid Interest Rate Management 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, unpaid Interest Rate Management Obligations and outstanding Letter of Credit Obligations; and and; (64) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 11.3, but excluding Other Rate Management Obligations; and (5) to any Other Rate Management Obligations (on a ratable basis based upon respective amounts 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 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 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 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 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 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)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 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 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, 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, 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 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 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 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 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 Lender shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Agent Lender may deem advisable notwithstanding any previous entry by Agent Lender in the Loan Account or any other books and records. In 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 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, 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 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 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, 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 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; Revolving 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, 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; (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 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 Secured Obligations as Agent may deem advisable advisable, subject to the terms of the Collateral Documents, 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, subject to the terms of the Collateral Documents: (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 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, 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, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account Register or any other books and records. In all circumstances, after acceleration or maturity of the absence Obligations, all payments and proceeds of a specific determination by Agent with respect thereto (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 contingent 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, without limitation, the unpaid Bank Product Obligations, including 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 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 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 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 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 any 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 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, such Borrower and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the then due and payable Obligations of Borrowers and in repayment of the Revolving Credit Loan as Agent may deem advisable notwithstanding any previous entry by Agent in upon the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (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 Agent's expenses reimbursable hereunderexpenses; (2ii) to then due and payable interest payments on the Swing Line Revolving Credit Loan; (3iii) to Obligations other than Fees, expenses and interest and principal payments; (iv) to then due and payable principal payments on the Swing Line Revolving Credit 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 (6v) to all other then due and payable Obligations. Agent is authorized and directed to, including expenses and at its option may, make or cause to be made Revolving Credit Advances on behalf of Lenders Borrowers for payment of all Fees, expenses, Charges, costs, principal, interest, or other Obligations owing by Borrowers under this Agreement or any of the other Loan Documents if and to the extent reimbursable under Section 11.3any such Borrower 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 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(b)(i) and 1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when 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, . All payments made when an Event of Default has occurred and Borrower hereby irrevocably agrees that Agent shall have the is continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (with the concurrence of Requisite Lenders), payments shall be applied to amounts then due and payable in the following order: (1) to Fees and reimbursable expenses of the Senior Agents (and GE Capital to the extent it is the sub-agent for the CapitalSource Agent's expenses reimbursable hereunder) then due and payable pursuant to any of the Loan Documents and the CapitalSource Loan Documents allocated ratably based on their pro rata shares of such amounts; (2) to interest and Fees then due and payable on the Swing Line LoanLoans and the CapitalSource Term Loan (including without limitation any fee required under Section 1.9(d) of this Agreement and Section 1.9(d) of the CapitalSource Credit Agreement), allocated to the Lenders and the CapitalSource Lenders based upon their pro rata shares of such interest and Fees; (3) to principal payments on the Swing Line Loan; (4) to interest on Loans and the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans CapitalSource Term Loan and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex BB and to pay amounts owing with respect to Secured Hedging Agreements, ratably to the aggregate, combined principal balance of the other Loans Loans, the CapitalSource Term Loan, and outstanding Letter of Credit ObligationsObligations and amounts owing with respect to Secured Hedging Agreements; and (64) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 11.311.3 and all other CapitalSource Obligations including expenses of CapitalSource Lenders to the extent reimbursable under Section 11.3 of the CapitalSource Credit Agreement. All payments by the Borrowers with respect to the Term Loan shall be made with a concurrent and proportionate payment on the CapitalSource Term Loan as if the CapitalSource Term Loan was funded as a portion of the Term Loan under this Agreement.

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. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts of U.S. Borrower and Domestic Credit Parties received in the ordinary course of business shall be applied, first, to the U.S. Swing Line Loan and, second, the U.S. Revolving LoanLoan (without reducing the U.S. Revolving Loan Commitment); (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, 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 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 thereto, (with the concurrence of Requisite Lenders), A) payments by U.S. Borrower and Domestic Subsidiaries shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent's, European Agent's and North American Collateral Agent's expenses reimbursable hereunder; (2) to interest on the U.S. Swing Line Loan; (3) to principal payments on the U.S. Swing Line Loan; (4) to interest on the other U.S. Revolving Loans, ratably in proportion to the interest accrued as to each U.S. Revolving Loan; (5) ); to principal payments on the other U.S. Revolving Loans and to provide cash collateral for U.S. Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other such Loans and outstanding U.S. Letter of Credit Obligations; and (6) to all other Obligations, including expenses of Lenders with respect to the U.S. Revolving Loans to the extent reimbursable under Section 11.3; and (7) such Obligations of European Borrower or other Foreign Credit Parties as Agent shall elect and (B) payments received from European Borrower and Foreign Credit Parties shall be applied to amounts then due and payable in the following order: (1) to reimbursable expenses then due to European Agent and Fronting Lender; (2) to interest on the European Revolving Loans excluding Participation Fee; (3) to the Participation Fee; (4) to the principal balance of the European Revolving Loans; and (5) to expenses of Lenders with respect to the European Revolving Loans to the extent reimbursable under Section 11.3. To the extent that any payment of interest on the European Revolving Loan constitutes payment of less than the total amount of interest then due, the amount received shall be applied first to the Euribor or Index Rate portion of such interest payment, and second to the Participation Fee portion of such interest payment.

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, 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 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. (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 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, (Revolver A) and the Revolving LoanLoan (Revolver A); (ii) payments consisting of proceeds of Lease Receivables received in the ordinary course of business shall be applied to the Swing Line loan (Revolver B) and the Revolving Loan (Revolver B); (iii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iiiiv) voluntary prepayments shall be applied as determined by BorrowerBorrower Representative, subject to the provisions of Section 1.3(aSECTION 1.3(A); and (ivv) 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 each other payment, and as to all payment (other than payments made when a Default or Event of Default has shall have occurred and is be continuing or following the Commitment Termination DateDate (Revolver A) or Commitment Termination Date (Revolver B)), 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 Revolver Agent, at the direction of the Administrative Agent, shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Agent Revolver Agent, at the direction of the Administrative Agent, may deem advisable notwithstanding any previous entry by Revolver Agent in the Loan Account or any other books and records. In the absence of a specific determination by Revolver Agent, at the direction of Administrative Agent, or 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 and Revolver Agent's expenses reimbursable hereunder; (2) to interest on the Swing Line Loan (Revolver A) and Swing Line Loan (Revolver B), ratably in proportion to the interest accrued as to each such Loan; (3) to principal payments on the Swing Line LoanLoan (Revolver A) and Swing Line Loan (Revolver B), ratably in proportion to the aggregate, combined principal balance of the Swing Line Loan (Revolver A) and the Swing Line Loan (Revolver B); (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each such 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 in proportion 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. As to all payments made when a Default or Event of Default shall have occurred and be continuing or following the Commitment Termination Date (Revolver A) or Commitment Termination Date (Revolver B), 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 such payments shall be applied in the following order: (1) to Fees and Administrative Agent's and Revolver Agent's expenses reimbursable hereunder; (2) to interest on the Loans, ratably in proportion to the interest accrued as to each such Loan; (3) to principal payments on the Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in ANNEX B, ratably in proportion to the aggregate, combined principal balance of the Loans and outstanding Letter of Credit Obligations; and (4) 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; (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 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), 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 expenses of Lenders to the extent reimbursable under Section 11.3; (2) to interest on the Swing Line Loan; (3) to principal payments on of 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 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 (6) to interest on unpaid Swap Related Reimbursement Obligations and unpaid swap obligations owing to Lenders other than GE Capital or their Affiliates, ratably in proportion to the interest accrued as to each unpaid Swap Related Reimbursement Obligation and unpaid swap obligation; (7) to principal payments of unpaid Swap Related Reimbursement Obligations and unpaid swap obligations owing to Lenders other than GE Capital or their Affiliates, ratably to the aggregate principal balance of the unpaid Swap Related Reimbursement Obligations and other unpaid swap obligations; and (8) 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 and Inventory 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) 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 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 Revolving Loan; (3) to principal payments on the Swing Line Revolving 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 (65) 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 of U.S. Borrower and Domestic Credit Parties received in the ordinary course of business shall be applied, firstfirst , to the Swing Line Loan and, secondsecond , the U.S. Revolving LoanLoan (without reducing the U.S. Revolving Loan Commitment); (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower, subject to in accordance with the provisions of Section 1.3(a)1.3 (a) ; and (iv) mandatory prepayments shall be applied as set forth in Sections 1.3(c)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 Subject to Section 1.18 , 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 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 thereto, (with the concurrence of Requisite Lenders), A) payments by U.S. Borrower and Domestic Subsidiaries shall be applied to amounts then due and payable in the following order: (1) to Fees and Fronting Lender’s and any 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 U.S. Revolving Loans, ratably in proportion to the interest accrued as to each U.S. Revolving Loan; (5) ); to principal payments on the other U.S. Revolving Loans and to provide cash collateral for U.S. Letter of Credit Obligations in the manner described in Annex BB , ratably to the aggregate, combined principal balance of the other such Loans and outstanding U.S. Letter of Credit Obligations; and (6) to all other Obligations, including expenses of Lenders with respect to the U.S. Revolving Loans to the extent reimbursable under Section 11.3; and (7) such Obligations of European Borrowers or other Foreign Credit Parties as Administrative Agent shall elect and (B) payments received from European Borrowers and Foreign Credit Parties shall be applied to amounts then due and payable in the following order: (1) to reimbursable expenses then due to Fronting Lender or any Agent; (2) to interest on the European Revolving Loans excluding Participation Fee; (3) to the Participation Fee; (4) to the principal balance of the European Revolving Loans; and (5) to expenses of Lenders with respect to the European Revolving Loans to the extent reimbursable under Section 11.3 . Notwithstanding the foregoing no cash-collateralization of Letter of Credit Obligations of a Borrower shall be required under this Section 1.11(a) to the extent the applicable Borrowers have Borrowing Availability (before giving effect to such Letter of Credit Obligations)in excess of the amount of such Letter of Credit Obligations and no Event of Default has occurred and is continuing. To the extent that any payment of interest on the European Revolving Loan constitutes payment of less than the total amount of interest then due, the amount received shall be applied first to the Euribor Rate or Index Rate portion of such interest payment, and second to the Participation Fee portion of such interest payment.

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) 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 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 ’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 ObligationsLoans; 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 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 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 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 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, 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 (ivii) mandatory prepayments shall be applied as set forth in Sections SECTION 1.3(c). 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 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, each Borrower hereby irrevocably waives 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 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: (1A) to Fees and Agent's Agents' expenses reimbursable hereunder; (2B) to interest on the Swing Line Loanoutstanding Revolving Credit Advances; (3C) 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 outstanding Revolving Credit Advances and to provide cash collateral for Letter of Credit L/C 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 (6D) 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, 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 (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) first, to Fees and Agent's ’s expenses reimbursable hereunder; (2) second, to interest on the Swing Line Loan; (3) third, to principal payments on the Swing Line Loan; (4) fourth, 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) fifth, 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 (6) sixth, 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 BorrowerBorrower Representative, subject to the provisions of Section 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 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 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(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 Event of or Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations 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 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 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. (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 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; (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 of Borrower, to cash collateralize the undrawn portion of any Letters of Credit, and in repayment of the Revolving Credit Loan and Term Loans as Agent may deem advisable notwithstanding any previous entry by Agent in upon the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (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 payable expenses reimbursable hereunderof the Agent and to then due and payable Fees; (2ii) to then due and payable interest payments on the Swing Line Revolving Credit Loan and Term Loan; (3iii) to principal payments on the Swing Line Revolving Credit Loan and Term Loan; (4iv) to interest on cash collateralize the other Loansundrawn portion of any Letters of Credit, 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 at its option may, make or cause to be made Revolving Credit Advances on behalf of Lenders 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 Borrower 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. Any cash collateral required by this Section 11.31.11 shall be held by the Agent in a separate cash collateral account subject to the security interest and lien of the Security Agreement and the terms of Schedule B. The Borrower shall have no access to such account.

Application and Allocation of Payments. (a) So long as no 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 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 andLoan, second, second to the Revolving Loan, and third to the Term 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 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 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 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 Default, which is not reasonably capable of being cured, or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, 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 applicable 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). 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 Subject to this Section 1.8, as to any other payment, and as to all payments made when a Default Default, which is not reasonably capable of being cured, or Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Administrative Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Administrative Agent may deem advisable notwithstanding any previous entry by Administrative Agent in the Loan Account or any other books and records. In Subject to this Section 1.8, in the absence of a specific determination by Administrative Agent with respect thereto (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 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 Revolving 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 ObligationsRevolving Loan; 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; (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). All payments and prepayments applied to a particular Loan shall be applied by the Agent 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; (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 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 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 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; (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, 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 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 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, 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 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 from the ordinary course of business Cash Management System described on Annex C shall be applied, first, to the Swing Line Loan andLoan, second, to the Revolving LoanLoan (or Canadian Advances, if applicable), and last, to the First Funded Revolving Loan (or Canadian Advances, if applicable); (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); provided that all payments made from amounts received from the Canadian Cash Management System described on Annex C shall be applied first, against any outstanding Canadian Advances and then, to the other Obligations; and provided, further, that any such payments of non-Canadian Advances from amounts received from the Canadian Cash Management System described on Annex C shall be made in Dollars. 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, or to the Canadian Lender in the case of Canadian Advances (prior to the Put Date). 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 and Canadian Lender’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 Revolving Loan; (5) to principal payments on the other Loans Revolving Loan (or Canadian Advances, if applicable) 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 (or Canadian Advances, if applicable) and outstanding Letter of Credit Obligations; and (6) to interest on the First Funded Revolving Loan (or Canadian Advances, if applicable); (7) to principal payments on the First Funded Revolving Loan (or Canadian Advances, if applicable); and (8) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 11.3; provided that all payments made from amounts received from the Canadian Cash Management System described on Annex C shall be applied first, against any outstanding Canadian Advances and then, to the other Obligations; and provided, further, that any such payments of non-Canadian Advances from amounts received from the Canadian Cash Management System described on Annex C shall be made in Dollars. For the avoidance of doubt, to the extent payments are to be applied in accordance with the preceding sentence to amounts owing to the Agent and the Canadian Lender (whether in the case of Fees, expenses, interest, principal or otherwise) in accordance with the priorities referenced in such sentence, such payments shall be applied pro rata in accordance with the relative amounts then due and owing to such Person.

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 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, unpaid Swap Related Reimbursement Obligations and unpaid swap obligations owing to Lenders other than GE Capital or their Affiliates, ratably in proportion to the interest accrued as to each Loan, unpaid Swap Related Reimbursement Obligation or other unpaid swap obligation, as applicable; (5) to principal payments on the other Loans Loans, unpaid Swap Related Reimbursement Obligations and unpaid swap obligations owing to Lenders other than GE Capital or their Affiliates 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, other unpaid swap obligation 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, 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, 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; and (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 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, 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 Term Loan Obligations under the Term 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; , (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 all circumstances, subject to the absence Intercreditor Agreement, 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, 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), (e) (solely with respect an “Event of

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 Loan; (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 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, 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 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: (1A) to Fees and AgentLender'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, 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, 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 LoansLoans and unpaid Swap Related Reimbursement Obligations, ratably in proportion to the interest accrued as to each LoanLoan and 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, 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 Borrowerthe applicable Borrower and directed by Borrower Representative, subject to the provisions of Section SECTION 1.3(a); and (iviii) mandatory prepayments shall be applied as set forth in Sections 1.3(cSECTIONS 1.3(b) AND (c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when 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 European Swing Line LoanLoans; (3) to principal payments on the European 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 Loans; (6) 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 (67) 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, 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 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), 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 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) --------------- 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 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 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; (3) to principal payments on Term Loan B; (4) to principal payments on Term Loan A; (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, 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, 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 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 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 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 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, unpaid Swap Related Reimbursement Obligations and unpaid swap obligations owing to Lenders other than GE Capital, ratably in proportion to the interest accrued as to each Loan, unpaid Swap Related Reimbursement Obligation or other unpaid swap obligation, as applicable; (5) to principal payments on the other Loans Loans, unpaid Swap Related Reimbursement Obligations and unpaid swap obligations owing to Lenders other than GE Capital and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans Loans, unpaid Swap Related Reimbursement Obligations, other unpaid swap obligation 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 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 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 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 Agent’s expenses, to Fees and Agent's expenses reimbursable hereunder, and to expenses of Lenders to the extent reimbursable under Section 11.3; (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 (to the extent of any Bank Product Reserves then maintained by Agent with respect thereto) 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; (6) to Bank Product Obligations and (67) to all other Obligations; provided, including expenses that no payments by a Guarantor and no proceeds of Lenders Collateral of a Guarantor shall be applied to the extent reimbursable under Section 11.3Excluded 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, 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; (iiiii) voluntary prepayments shall be applied as determined by Borrower, subject to in accordance with the provisions of Section 1.3(aSECTION 1.3(A); and (iviii) mandatory prepayments shall be applied as set forth in Sections 1.3(cSECTION 1.3(C). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, payment and as to all payments made when 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. After the issuance or receipt by any Agent of any Notice of Actionable Default and prior to the withdrawal of all pending Notices of Actionable Default, Borrower and Borrower each Secured Party hereby irrevocably agrees that Collateral Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent set forth in the Credit Facility Intercreditor Agreement. Notwithstanding anything herein to the contrary, no Credit Party shall be obligated to make any payment to any Secured Party under any Loan Account or Document from the proceeds of Skymiles Collateral at any other books and records. In time after the absence delivery to Borrower of a specific determination by Agent with respect thereto (with Notice of Actionable Default and until the concurrence withdrawal of Requisite Lenders), payments shall be applied to amounts then due all pending Notices of Actionable Default except as 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 11.3set forth in the Skymiles Intercreditor Agreement.

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 of Borrower and in repayment of the Revolving Credit Loan as Agent may deem advisable notwithstanding any previous entry by Agent in upon the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto (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 Agent's expenses reimbursable hereunderexpenses; (2ii) to then due and payable interest payments on the Swing Line Revolving Credit Loan; (3iii) to then due and payable Obligations other than Fees, expenses and interest and principal payments; and (iv) to principal payments on the Swing Line Revolving Credit 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 (6v) to all other then due and payable Obligations. Agent is authorized to, including expenses and at its option may, make or cause to be made Revolving Credit Advances on behalf of Lenders 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; provided, however, that so long as no Default or Event of Default shall have occurred and be continuing, Agent shall notify Borrower at least two (2) days in advance of making any Revolving Credit Advance on behalf of Borrower for payment of any such items other than principal or interest. 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; (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 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.