Common use of Allocation of Payments Received Clause in Contracts

Allocation of Payments Received. (i) Prior to the occurrence of an Event of Default and acceleration of the Obligations, and unless otherwise expressly provided herein, all amounts received by the Administrative Agent on account of the Obligations shall be disbursed by the Administrative Agent to the Lenders pro rata in accordance with their respective Notes, by wire transfer of like funds received on the date of receipt if received by the Administrative Agent before 11:00 a.m. (New York time) or if received later, by 11:00 a.m. (New York time) on the next succeeding Business Day, without further interest payable by the Administrative Agent. (ii) Following the occurrence of an Event of Default and acceleration of the Obligations, all amounts received by the Administrative Agent on account of the Obligations, shall be promptly disbursed by the Administrative Agent as follows: (A) First, to the payment of out-of-pocket third party expenses and fees incurred by the Administrative Agent in the performance of its duties and the enforcement of the rights of the Lenders under the Loan Documents, including, without limitation, all costs and expenses of collection, “workout”, reasonable attorneys’ fees, court costs and other amounts payable as provided in Section 14.7 below; (B) Then, to the Lenders, pro rata in accordance with their respective Percentage Shares, until interest accrued on the Loan has been paid in full; (C) Then, to the Lenders, pro rata in accordance with their respective Percentage Shares, until principal under the Loan has been paid in full; (D) Then, to the Lenders, pro rata to each Lender in accordance with the amount expressed in a percentage, which the amount of remaining Obligations owed to such Lender bears to all remaining Obligations held by all Lenders, until all other Obligations have been paid in full. (iii) The order of priority set forth in Section 2.3.4(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent and the other Lenders as among themselves. The order of priority set forth in clauses (B) through (D) of Section 2.3.4(ii) may at any time and from time to time be changed by the Required Lenders without necessity of notice to or consent of or approval by the Borrower or any other Person. The order of priority set forth in clause (A) of Section 2.3.4(ii) may be changed only with the prior written consent of the Administrative Agent.

Allocation of Payments Received. (i1) Prior to the occurrence of an Event of Default and acceleration of all Loans outstanding hereunder or termination of the Obligationscommitments of the Lenders to advance Loans hereunder, principal amounts received by the Administrative Agent with respect to Loans shall be allocated (i) first, to First Union in payment of any Swing Line Loans ----- which have not been refunded with Regular Loans, then (ii) next, among the ---- Lenders on account of the Obligations pro rata in accordance with their respective Percentage Shares. (2) Following the occurrence of an Event of Default and unless otherwise expressly provided hereinacceleration of all Loans outstanding hereunder or termination of the commitments of the Lenders to advance Loans hereunder, all amounts received by the Administrative Agent on account of the Obligations shall be disbursed by the Administrative Agent to the Lenders pro rata in accordance with their respective Notes, by wire transfer of like funds received on the date of receipt if received by the Administrative Agent before 11:00 a.m. (New York time) or if received later, by 11:00 a.m. (New York time) on the next succeeding Business Day, without further interest payable by the Administrative Agent. (ii) Following the occurrence of an Event of Default and acceleration of the Obligations, all amounts received by the Administrative Agent on account of the Obligations, shall be promptly disbursed by the Administrative Agent as follows: (Ai) First, to the payment of out-of-pocket third party reasonable costs and expenses and fees incurred by the Administrative Agent and Collateral Agent in the performance of its their duties and the enforcement of the their rights of the Lenders under the Loan Credit Documents, including, without limitation, all reasonable costs and expenses of collection, “workout”, reasonable attorneys’ ' fees, court costs and other amounts payable as provided in Section 14.7 belowforeclosure expenses; (ii) Second, to First Union in payment of any Swing Line Loans outstanding (A) in which the Lenders are obligated to purchase participations pursuant to the terms and provisions of Paragraph 2(A)(d)(2) above, (B) Thenwhich have not been refunded with Regular Loans, and (C) in which participations have not been purchased by the Lenders pursuant to the terms and provisions of Paragraph 2A(d)(2) above; (iii) Third, to the Lenders, pro rata in accordance with their respective Percentage Repayment Shares, until interest accrued on the Loan has been paid in full; (C) Then, to the Lenders, pro rata in accordance with their respective Percentage Shares, until principal under the Loan has been paid in full; (D) Then, to the Lenders, pro rata to each Lender in accordance with the amount expressed in a percentage, which the amount of remaining Obligations owed to such Lender bears to all remaining Obligations held by all Lenders, until all outstanding Loans and other Obligations shall have been paid in full., provided that all such -------- amounts described herein shall be applied first to interest and then to principal, as applicable, provided further that for the sole -------- ------- purpose of this Paragraph 3(s)(2)(iii), the Lenders' respective Repayment Shares shall be adjusted to take into account interest which may be owing to any Lender at a rate determined pursuant to the provisions of Paragraph 3(u) below, and provided further that for the -------- ------- sole purpose of this Paragraph 3(s)(2)(iii), First Union's Repayment Share shall be adjusted to exclude Swing Line Loans outstanding which, by application of Paragraph 2A(d)(4) above, the Lenders are not obligated to refund; (iiiiv) The order Fourth, to First Union in payment of priority set forth in Section 2.3.4(iiany Swing Line Loans outstanding which, by application of Paragraph 2A(d)(4) and above, the related provisions of this Agreement Lenders are set forth solely not obligated to determine the rights and priorities of the Administrative Agent and the other Lenders refund; and (v) Fifth, to such Persons as among themselves. The order of priority set forth in clauses (B) through (D) of Section 2.3.4(ii) may at any time and from time to time be changed by the Required Lenders without necessity of notice to or consent of or approval by the Borrower or any other Person. The order of priority set forth in clause (A) of Section 2.3.4(ii) may be changed only with the prior written consent of the Administrative Agentlegally entitled thereto.

Allocation of Payments Received. (i1) Prior to the occurrence of an Event of Default and acceleration of the Obligations, and unless otherwise expressly provided herein, all amounts received by the Administrative Agent on account of the Obligations shall be disbursed by the Administrative Agent to the Lenders pro rata in accordance with their respective NotesPercentage Shares, by wire transfer of like funds received on the date of receipt if received by the Administrative Agent before 11:00 a.m. 1:00 p.m. (New York time) or if received later, by 11:00 a.m. 1:00 p.m. (New York time) on the next succeeding Business Day, without further interest payable by the Administrative Agent. (ii2) Following the occurrence of an Event of Default and acceleration of the Obligations, all amounts received by the Administrative Agent on account of the Obligations, shall be promptly disbursed by the Administrative Agent as follows: (A) First, to the payment of out-of-pocket third party expenses and fees incurred by the Administrative Agent in the performance of its duties and the enforcement of the rights of the Lenders under the Loan Documents, including, without limitation, all costs and expenses of collection, “workout”, reasonable attorneys’ feesfees (including all allocated costs of internal counsel), court costs and other amounts payable as provided in Section 14.7 7.6 below; (B) Then, to the Lenders, pro rata in accordance with their respective Percentage Shares, until interest accrued on the Term Loan has been paid in full; (C) Then, to the Lenders, pro rata in accordance with their respective Percentage Shares, until principal under the Term Loan has been paid in full; (D) Then, to the Lenders, pro rata to each Lender in accordance with the amount amount, expressed in as a percentage, which the amount of remaining Obligations owed to such Lender Lenders bears to all remaining other Obligations held by all Lenders, until all other Obligations have been paid in full. (iii3) The order of priority set forth in Section 2.3.4(ii3.5(2) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent and the other Lenders as among themselves. The order of priority set forth in clauses (B) through (D) of Section 2.3.4(ii3.5(2) may at any time and from time to time be changed by the Required Lenders without necessity of notice to or consent of or approval by the Borrower or any other Person. The order of priority set forth in clause (A) of Section 2.3.4(ii3.5(2) may be changed only with the prior written consent of the Administrative Agent.

Allocation of Payments Received. (i1) Prior to the occurrence of an Event of Default and acceleration of all Loans outstanding hereunder or termination of the Obligationscommitments of the Lenders to advance Loans hereunder and of the commitment of the L/C Bank to issue or maintain Letters of Credit hereunder, principal amounts received by the Administrative Agent with respect to Loans shall be allocated (i) first, to First Union in payment of any Swing Line Loans ----- which have not been refunded with Regular Loans, then (ii) next, among the ---- Lenders on account of the Obligations pro rata in accordance with their respective Percentage Shares, and unless otherwise expressly provided hereinall amounts received by the Administrative Agent with respect to unreimbursed L/C Drawings shall be allocated to the L/C Bank. (2) Following the occurrence of an Event of Default and acceleration of all Loans outstanding hereunder or termination of the commitments of the Lenders to advance Loans hereunder and of the commitment of the L/C Bank to issue or maintain Letters of Credit hereunder, all amounts received by the Administrative Agent on account of the Obligations shall be disbursed by the Administrative Agent to the Lenders pro rata in accordance with their respective Notes, by wire transfer of like funds received on the date of receipt if received by the Administrative Agent before 11:00 a.m. (New York time) or if received later, by 11:00 a.m. (New York time) on the next succeeding Business Day, without further interest payable by the Administrative Agent. (ii) Following the occurrence of an Event of Default and acceleration of the Obligations, all amounts received by the Administrative Agent on account of the Obligations, shall be promptly disbursed by the Administrative Agent as follows: (Ai) First, to the payment of out-of-pocket third party reasonable costs and expenses and fees incurred by the Administrative Agent and Collateral Agent in the performance of its their duties and the enforcement of the their rights of the Lenders under the Loan Credit Documents, including, without limitation, all reasonable costs and expenses of collection, “workout”, reasonable attorneys’ ' fees, court costs and other amounts payable as provided in Section 14.7 belowforeclosure expenses; (ii) Second, to First Union in payment of any Swing Line Loans outstanding (A) in which the Lenders are obligated to purchase participations pursuant to the terms and provisions of Paragraph 6(A)(d)(2) above, (B) Thenwhich have not been refunded with Regular Loans, and (C) in which participations have not been purchased by the Lenders pursuant to the terms and provisions of Paragraph 6A(d)(2) above; (iii) Third, to the LendersLenders (and to the L/C Bank, if any L/C Drawings remain unreimbursed for more than one (1) Business Day), pro rata in accordance with their respective Percentage Repayment Shares, until interest accrued on the Loan has been paid in full; (C) Thenoutstanding Loans, to the Lenders, pro rata in accordance with their respective Percentage Shares, until principal under the Loan has been paid in full; (D) Then, to the Lenders, pro rata to each Lender in accordance with the amount expressed in a percentage, which the amount of remaining Obligations owed to such Lender bears to all remaining Obligations held by all Lenders, until all unreimbursed L/C Drawings and other Obligations shall have been paid in full., provided that all such amounts described -------- herein shall be applied first to interest and then to principal, as applicable, provided further that for the sole purpose of this -------- ------- Paragraph 7(s)(2)(iii), the Lenders' and the L/C Bank's respective Repayment Shares shall be adjusted to take into account interest which may be owing to any Lender or the L/C Bank at a rate determined pursuant to the provisions of Paragraph 7(u) below, and provided -------- further that for the sole purpose of this Paragraph 7(s)(2)(iii), ------- First Union's Repayment Share shall be adjusted to exclude Swing Line Loans outstanding which, by application of Paragraph 6A(d)(4) above, the Lenders are not obligated to refund; (iiiiv) The order Fourth, to First Union in payment of priority set forth in Section 2.3.4(iiany Swing Line Loans outstanding which, by application of Paragraph 6A(d)(4) and above, the related provisions of this Agreement Lenders are set forth solely not obligated to determine the rights and priorities of the Administrative Agent and the other Lenders refund; and (v) Fifth, to such Persons as among themselves. The order of priority set forth in clauses (B) through (D) of Section 2.3.4(ii) may at any time and from time to time be changed by the Required Lenders without necessity of notice to or consent of or approval by the Borrower or any other Person. The order of priority set forth in clause (A) of Section 2.3.4(ii) may be changed only with the prior written consent of the Administrative Agentlegally entitled thereto.

Allocation of Payments Received. (i) Prior to the occurrence of an Event of Default and acceleration of the Obligations, and unless otherwise expressly provided herein, all amounts received by the Administrative Agent on account of the Obligations shall be disbursed by the Administrative Agent to the Lenders pro rata in accordance with their respective Notes, by wire transfer of like funds received on the date of receipt if received by the Administrative Agent before 11:00 a.m. (New York time) or if received later, by 11:00 a.m. (New York time) on the next succeeding Business Day, without further interest payable by the Administrative Agent. (ii) Following the occurrence of an Event of Default and acceleration of the Obligations, all amounts received by the Administrative Agent on account of the Obligations, shall be promptly disbursed by the Administrative Agent as follows: (A) First, to the payment of out-of-pocket third party expenses and fees incurred by the Administrative Agent in the performance of its duties and the enforcement of the rights of the Lenders under the Loan Documents, including, without limitation, all costs and expenses of collection, “workout”, reasonable attorneys’ fees, court costs and other amounts payable as provided in Section 14.7 below; (B) Then, to the Lenders, pro rata in accordance with their respective Percentage Shares, until interest accrued on the Loan has been paid in full; (C) Then, to the Lenders, pro rata in accordance with their respective Percentage Shares, until principal under the Loan has been paid in full; (D) Then, to the Lenders, pro rata to each Lender in accordance with the amount expressed in a percentage, which the amount of remaining Obligations owed to such Lender bears to all remaining Obligations held by all Lenders, until all other Obligations have been paid in full. (iii) The order of priority set forth in Section 2.3.4(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent and the other Lenders as among themselves. The order of priority set forth in clauses (B) through (D) of Section 2.3.4(ii) may at any time and from time to time be changed by the Required Lenders without necessity of notice to or consent of or approval by the Borrower or any other Person. The order of priority set forth in clause (A) of Section 2.3.4(ii) may be changed only with the prior written consent of the Administrative Agent.

Allocation of Payments Received. Except as provided in Paragraphs 5(d) and (ie) Prior above or as otherwise expressly provided herein, prior to the occurrence of an Event of Default and acceleration of the Obligations, and unless otherwise expressly provided herein, all amounts received by the Administrative Agent on account of the Obligations Loans shall be applied against Loans in such order as the Borrower may direct in writing, subject to the requirement that disbursements to the Lenders shall be in accordance with their respective Percentage Shares. Such amounts shall be disbursed by the Administrative Agent to the Lenders pro rata in accordance with their respective Notes, Percentage Shares by wire transfer of like funds received on the date of receipt if received by the Administrative Agent before 11:00 a.m. 12:00 noon (New York Los Angeles time) or if received later, by 11:00 a.m. 12:00 noon (New York Los Angeles time) on the next succeeding Business Day, without further interest payable by the Administrative Agent. (ii) . Following the occurrence of an Event of Default and acceleration of the Obligations, all amounts received by the Administrative Agent on account of the Obligations, Secured Obligations shall be promptly disbursed by the Administrative Agent as follows: (A1) First, to the payment of out-of-pocket third party expenses and fees incurred by the Administrative Agent in the performance of its duties and the enforcement of its rights and the rights of the Lenders under the Loan Documents, including, without limitation, all costs and expenses of collection, “workout”, reasonable attorneys’ feesfees (including all allocated costs of internal counsel), court costs and other amounts payable as provided in Section 14.7 belowforeclosure expenses; (B2) Then, to the Lenders, pro rata in accordance with their respective Percentage Shares, until interest accrued on the Loan has been paid in full; (C) Then, to the Lenders, pro rata in accordance with their respective Percentage Shares, until principal under the Loan has been paid in full; (D) Then, to the Lenders, pro rata to each Lender in accordance with the amount expressed in a percentage, which the amount of remaining Obligations owed to such Lender bears to all remaining Obligations held by all Lenders, until all other outstanding Loans and L/C Obligations have been paid in full. (iii) The ; in such order of priority set forth in Section 2.3.4(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of as the Administrative Agent and the Lenders shall determine; (3) Then, ratably to the Secured Parties until all other Lenders outstanding Secured Obligations have been paid in full, in such order as among themselves. The order of priority set forth in clauses the Administrative Agent and such Secured Parties shall agree; (B4) through (D) of Section 2.3.4(ii) may at any time and from time Then, to time be changed by the Required Lenders without necessity of notice to or consent of or approval by the Borrower or any other Person. The order of priority set forth in clause (A) of Section 2.3.4(ii) such Persons as may be changed only with the prior written consent of the Administrative Agentlegally entitled thereto.

Allocation of Payments Received. (i) Prior to the occurrence of an Event of Default and acceleration of the Obligations, and unless otherwise expressly provided herein, all amounts received by the Administrative Agent on account of the Obligations Loans shall be applied against Loans in such order as the Company may direct in writing, subject to the requirement that disbursements to the Lenders shall be in accordance with their respective Percentage Shares. Such amounts shall be disbursed by the Administrative Agent to the Lenders pro rata in accordance with their respective Notes, Percentage Shares by wire transfer of like funds received on the date of receipt if received by the Administrative Agent before 11:00 10:00 a.m. (New York Los Angeles time) or if received later, by 11:00 a.m. 12:00 noon (New York Los Angeles time) on the next succeeding Business Day, without further interest payable by the Administrative Agent. (ii) . Following the occurrence of an Event of Default and acceleration of the Obligations, all amounts received by the Administrative Agent on account of the Obligations, Obligations shall be promptly disbursed by the Administrative Agent as follows: (A1) First, to the payment of out-of-pocket third party reasonable expenses and fees incurred by the Administrative Agent in the performance of its duties and the enforcement of its rights and the rights of the Lenders under the Loan Documents, including, without limitation, all costs and expenses of collection, “workout”, reasonable attorneys’ ' fees, court costs and other amounts payable as provided in Section 14.7 belowforeclosure expenses; (B2) Then, to the Lenders, pro rata in accordance with their respective Percentage Shares, until all outstanding Loans and interest accrued on the Loan has been paid in full; (C) Then, to the Lenders, pro rata in accordance with their respective Percentage Shares, until principal under the Loan has been paid in full; (D) Then, to the Lenders, pro rata to each Lender in accordance with the amount expressed in a percentage, which the amount of remaining Obligations owed to such Lender bears to all remaining Obligations held by all Lenders, until thereon and all other Obligations have been paid in full., said amounts to be allocated first to interest and then, but only after all accrued interest has been paid in full, to principal of Loans and, finally, to all other Obligations; and (iii3) The order of priority set forth in Section 2.3.4(ii) and the related provisions of this Agreement are set forth solely Then, to determine the rights and priorities of the Administrative Agent and the other Lenders such Persons as among themselves. The order of priority set forth in clauses (B) through (D) of Section 2.3.4(ii) may at any time and from time to time be changed by the Required Lenders without necessity of notice to or consent of or approval by the Borrower or any other Person. The order of priority set forth in clause (A) of Section 2.3.4(ii) may be changed only with the prior written consent of the Administrative Agentlegally entitled thereto.

Allocation of Payments Received. (i) Prior to the occurrence of ------------------------------- an Event of Default and acceleration of the Obligations, and unless otherwise expressly provided herein, all amounts received by the Administrative Agent on account of Obligations under this Agreement shall be applied as the Obligations Company may direct in writing, subject to the requirement that disbursements to the Lenders shall be in accordance with their respective Percentage Shares. Amounts shall be disbursed by the Administrative Agent to the Bond L/C Issuing Bank, the Standard L/C Issuing Bank, and the Lenders pro rata in accordance with their respective Notes, by wire transfer of like funds received on the date of receipt if received by the Administrative Agent before 11:00 10:00 a.m. (New York Los Angeles time) or if received later, by 11:00 a.m. 12:00 noon (New York Los Angeles time) on the next succeeding Business Day, without further interest payable by the Administrative Agent. (ii) . Following the occurrence of an Event of Default and acceleration of the Obligations, all amounts received by the Administrative Agent on account of the Obligations, Obligations shall be promptly disbursed by the Administrative Agent as follows: (A1) First, to the payment of out-of-pocket third party reasonable expenses and fees incurred by the Administrative Agent in the performance of its duties and the enforcement of the its rights of the Lenders under the Loan Documents, including, without limitation, all costs and expenses of collection, “workout”, reasonable attorneys’ ' fees, court costs and other amounts payable as provided in Section 14.7 belowforeclosure expenses; (B2) Then, to the Lenders, pro rata in accordance with their respective Percentage Shares, until all outstanding Loans and unrepaid Bond L/C Drawings and Standard L/C Drawings and interest accrued on the Loan has been paid in full; (C) Then, to the Lenders, pro rata in accordance with their respective Percentage Shares, until principal under the Loan has been paid in full; (D) Then, to the Lenders, pro rata to each Lender in accordance with the amount expressed in a percentage, which the amount of remaining Obligations owed to such Lender bears to all remaining Obligations held by all Lenders, until thereon and all other Obligations have been paid in full., said amounts to be allocated first to interest and then, but only after all accrued interest has been paid in full, to principal of Loans and unrepaid Bond L/C Drawings and Standard L/C Drawings; (iii3) The order Then, but only if there remain Outstanding the Bond Letter of priority set forth in Section 2.3.4(ii) Credit or any Standard Letters of Credit, to the Agent to hold as cash collateral for the obligation of the Company to reimburse any future Bond L/C Drawings or Standard L/C Drawings as the same may occur, until the Bond Letter of Credit and the related provisions Standard Letters of this Agreement Credit are set forth solely no longer Outstanding; and (4) Then, to determine the rights and priorities of the Administrative Agent and the other Lenders such Persons as among themselves. The order of priority set forth in clauses (B) through (D) of Section 2.3.4(ii) may at any time and from time to time be changed by the Required Lenders without necessity of notice to or consent of or approval by the Borrower or any other Person. The order of priority set forth in clause (A) of Section 2.3.4(ii) may be changed only with the prior written consent of the Administrative Agentlegally entitled thereto.

Allocation of Payments Received. (i1) Prior to the occurrence of an Event of Default and acceleration of all Loans outstanding hereunder or termination of the Obligationscommitments of the Lenders to advance Loans hereunder, principal amounts received by the Administrative Agent with respect to Loans shall be allocated (i) first, to First Union in payment of any Swing Line Loans ----- which have not been refunded with Regular Loans, then (ii) next, among the ---- Lenders on account of the Obligations pro rata in accordance with their respective Percentage Shares. (2) Following the occurrence of an Event of Default and unless otherwise expressly provided hereinacceleration of all Loans outstanding hereunder or termination of the commitments of the Lenders to advance Loans hereunder, all amounts received by the Administrative Agent on account of the Obligations shall be disbursed by the Administrative Agent to the Lenders pro rata in accordance with their respective Notes, by wire transfer of like funds received on the date of receipt if received by the Administrative Agent before 11:00 a.m. (New York time) or if received later, by 11:00 a.m. (New York time) on the next succeeding Business Day, without further interest payable by the Administrative Agent. (ii) Following the occurrence of an Event of Default and acceleration of the Obligations, all amounts received by the Administrative Agent on account of the Obligations, shall be promptly disbursed by the Administrative Agent as follows: : (Ai) First, to the payment of out-of-pocket third party reasonable costs and expenses and fees incurred by the Administrative Agent and Collateral Agent in the performance of its their duties and the enforcement of the their rights of the Lenders under the Loan Credit Documents, including, without limitation, all reasonable costs and expenses of collection, “workout”, reasonable attorneys’ ' fees, court costs and other amounts payable as provided foreclosure expenses; (ii) Second, to First Union in Section 14.7 below; payment of any Swing Line Loans outstanding (A) in which the Lenders are obligated to purchase participations pursuant to the terms and provisions of Paragraph 6(A)(d)(2) above, (B) Thenwhich have not been refunded with Regular Loans, and (C) in which participations have not been purchased by the Lenders pursuant to the terms and provisions of Paragraph 6A(d)(2) above; (iii) Third, to the Lenders, pro rata in accordance with their respective Percentage Repayment Shares, until interest accrued on the Loan has been paid in full; (C) Then, to the Lenders, pro rata in accordance with their respective Percentage Shares, until principal under the Loan has been paid in full; (D) Then, to the Lenders, pro rata to each Lender in accordance with the amount expressed in a percentage, which the amount of remaining Obligations owed to such Lender bears to all remaining Obligations held by all Lenders, until all outstanding Loans and other Obligations shall have been paid in full. (iii) The order , provided that all such -------- amounts described herein shall be applied first to interest and then to principal, as applicable, provided further that for the sole -------- ------- purpose of priority set forth in Section 2.3.4(ii) and this Paragraph 7(s)(2)(iii), the related Lenders' respective Repayment Shares shall be adjusted to take into account interest which may be owing to any Lender at a rate determined pursuant to the provisions of Paragraph 7(u) below, and provided further that for the -------- ------- sole purpose of this Agreement Paragraph 7(s)(2)(iii), First Union's Repayment Share shall be adjusted to exclude Swing Line Loans outstanding which, by application of Paragraph 6A(d)(4) above, the Lenders are set forth solely not obligated to determine the rights and priorities of the Administrative Agent and the other Lenders as among themselves. The order of priority set forth in clauses (B) through (D) of Section 2.3.4(ii) may at any time and from time to time be changed by the Required Lenders without necessity of notice to or consent of or approval by the Borrower or any other Person. The order of priority set forth in clause (A) of Section 2.3.4(ii) may be changed only with the prior written consent of the Administrative Agent.refund;

Allocation of Payments Received. (i) Prior to the occurrence of an Event of Default and acceleration of the ObligationsObligations or termination of the commitment of the Lenders to advance Loans hereunder, principal amounts received by the Administrative Agent shall be allocated first to repay all outstanding Tranche C Loans and, then, among the Lenders as the Company may direct to repay Tranche A Committed Loans and/or Tranche B Loans and/or Bid Loans until all Loans outstanding have been paid in full and, thereafter, to the Company; provided, however, that any allocation by the Company to the repayment of any Tranche A Committed Loans or Tranche B Loans shall be allocated, pro rata, among the Lenders in accordance with their respective Percentage Shares. Following the occurrence of an Event of Default and unless otherwise expressly provided hereinacceleration of the Obligations or termination of the commitment of the Lenders to advance Loans hereunder, all amounts received by the Administrative Agent on account of the Obligations shall be disbursed by the Administrative Agent to the Lenders pro rata in accordance with their respective Notes, by wire transfer of like funds received on the date of receipt if received by the Administrative Agent before 11:00 a.m. (New York time) or if received later, by 11:00 a.m. (New York time) on the next succeeding Business Day, without further interest payable by the Administrative Agent. (ii) Following the occurrence of an Event of Default and acceleration of the Obligations, all amounts received by the Administrative Agent on account of the Obligations, shall be promptly disbursed by the Administrative Agent as follows: (A1) First, to the payment of out-of-pocket third party expenses and fees incurred by the Administrative Agent and Custodian in the performance of its their duties and the enforcement of the their rights of the Lenders under the Loan Documents, including, without limitation, all costs and expenses of collection, “workout”, reasonable attorneys’ ' fees, court costs and other amounts payable as provided in Section 14.7 belowforeclosure expenses; (B2) Then, to the Lenders, pro rata in accordance with their respective Post-Default Percentage Shares, until all outstanding Loans and unrepaid L/C Drawings and interest accrued on the Loan has been paid in full; (C) Then, to the Lenders, pro rata in accordance with their respective Percentage Shares, until principal under the Loan has been paid in full; (D) Then, to the Lenders, pro rata to each Lender in accordance with the amount expressed in a percentage, which the amount of remaining Obligations owed to such Lender bears to all remaining Obligations held by all Lenders, until thereon and all other Obligations have been paid in full. (iii) The order of priority set forth in Section 2.3.4(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent and the other Lenders as among themselves. The order of priority set forth in clauses (B) through (D) of Section 2.3.4(ii) may at any time and from time to time be changed by the Required Lenders without necessity of notice to or consent of or approval by the Borrower or any other Person. The order of priority set forth in clause (A) of Section 2.3.4(ii) may be changed only with the prior written consent of the Administrative Agent.,

Allocation of Payments Received. (i1) Prior to Upon the occurrence and during the continuance of an Event of Default and acceleration Default, the Borrower waives any right to direct the application of the Obligations, and unless otherwise expressly provided herein, all amounts any payments hereafter received by the Administrative Agent on account or the Lenders from the Borrower, and, during the continuance of an Event of Default, the Obligations shall be disbursed by Borrower irrevocably agrees that the Administrative Agent to and the Lenders pro rata in accordance with their respective Notes, by wire transfer shall have the continuing exclusive right to apply any and all such payments against the then due and payable Obligations of like funds received on the date of receipt if Borrower as the Administrative Agent and the Lenders may deem advisable. (2) Whenever any payment received by the Administrative Agent before 11:00 a.m. (New York time) under this Agreement or if received later, by 11:00 a.m. (New York time) on the next succeeding Business Day, without further interest payable by the Administrative Agent. (ii) Following the occurrence of an Event of Default and acceleration any of the Obligations, other Loan Documents is insufficient to pay in full all amounts received due and payable on any date, unless otherwise agreed by all Lenders or as required by Law, such payment shall be distributed by the Administrative Agent on account and applied in the following order of the Obligations, shall be promptly disbursed by the Administrative Agent as followspriority: (Ai) First, to the payment of out-of-pocket third party expenses and fees incurred any protective advances that may be made by the Administrative Agent under a Mortgage or otherwise and other fees, indemnification payments, costs and expenses that are due and payable to the Administrative Agent (solely in its capacity as the performance Administrative Agent) under or in respect of its duties this Agreement and the enforcement other Loan Documents on such date; (ii) Second, to the payment of all of the rights of indemnification payments, costs and expenses that are due to the Lenders under this Agreement or any other Loan Document on such date, ratably based upon the Loan Documentsrespective aggregate amounts of all such indemnification payments, including, without limitation, all costs and expenses of collection, “workout”, reasonable attorneys’ fees, court costs and other amounts payable as provided in Section 14.7 belowowing to the Lenders on such date; (Biii) ThenThird, to the Lenderspayment of all of the fees that are due and payable to the Lenders under Paragraph 2(p) on such date, pro rata in accordance with their ratably based upon the respective Percentage Shares, until interest accrued Unused Amount of such Lenders on the Loan has been paid in fullsuch date; (Civ) ThenFourth, to the Lenders, pro rata payment of all of the accrued and unpaid interest on the Obligations under or in accordance with their respective Percentage Shares, until principal under respect of the Loan has been paid in fullDocuments that is due and payable to the Administrative Agent and the Lenders on such date, ratably based upon the respective aggregate amounts of interest owed to the Administrative Agent and the Lenders on such date; (Dv) ThenFifth, unless the payment is from the proceeds of Borrowing Base Property to the Lenders, pro rata to each Lender be applied in accordance with the amount expressed in a percentageproviso to clause (vi) below, which to the payment of the principal amount of remaining Obligations owed all of the outstanding Swing Line Loans; (vi) Sixth, to the payment of the principal amount of all of the outstanding Term Loans that are due and payable to the Administrative Agent and the Lenders on such Lender bears date, ratably based upon the respective aggregate amounts of all such principal owing to the Administrative Agent and the Lenders on such date; provided, however, that if the payment is from the proceeds of Borrowing Base Property (whether by reason of sale, foreclosure or other Disposition) financed, directly or indirectly, with Term Loans, such payment shall be applied to the principal amount of the related Tranche of Loans that are due and payable to the Lenders on such date, ratably based upon the respective aggregate amounts of all remaining Obligations held by all Lenderssuch principal owing to the Administrative Agent and the Lenders on such date; (vii) Seventh, until to the payment of all other Secured Obligations have been paid under or in full. (iii) The order respect of priority set forth in Section 2.3.4(ii) the Loan Documents that are due and the related provisions of this Agreement are set forth solely payable to determine the rights and priorities of the Administrative Agent and the other Lenders as among themselvesSecured Parties on such date, ratably based upon the respective aggregate amounts of all such Secured Obligations owing to the Administrative Agent and the other Secured Parties on such date. The order of priority set forth If the Administrative Agent receives funds for application to any Secured Obligations under or in clauses (B) through (D) of Section 2.3.4(ii) may at any time and from time to time be changed by the Required Lenders without necessity of notice to or consent of or approval by the Borrower or any other Person. The order of priority set forth in clause (A) of Section 2.3.4(ii) may be changed only with the prior written consent respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Administrative AgentAgent may, but shall not be obligated to, elect to distribute such funds first to repay principal and interest on Swing Line Loans and then to each of the Lenders in accordance with such Lender's Percentage Share of such sum. After final payment in full of the Secured Obligations and termination of the Commitments, any additional amount received shall be paid or applied as lawfully required.

Allocation of Payments Received. (i) Prior to the occurrence of an Event of Default and acceleration of the Obligations, and unless otherwise expressly provided herein, all amounts received by the Administrative Agent on account of the Obligations Loans shall be applied against Loans in such order as the Company may direct in writing, subject to the requirement that disbursements to the Lenders shall be in accordance with their respective Percentage Shares. Such amounts shall be disbursed by the Administrative Agent to the Lenders pro rata in accordance with their respective Notes, Percentage Shares by wire transfer of like funds received on the date of receipt if received by the Administrative Agent before 11:00 10:00 a.m. (New York Los Angeles time) or if received later, by 11:00 a.m. 12:00 noon (New York Los Angeles time) on the next succeeding Business Day, without further interest payable by the Administrative Agent. (ii) . Following the occurrence of an Event of Default and acceleration of the Obligations, all amounts received by the Administrative Agent on account of the Obligations, Obligations shall be promptly disbursed by the Administrative Agent as follows: (A1) First, to the payment of out-of-pocket third party reasonable expenses and fees incurred by the Administrative Agent in the performance of its duties and the enforcement of the its rights of the Lenders under the Loan Documents, including, without limitation, all costs and expenses of collection, “workout”, reasonable attorneys’ fees, court costs and other amounts payable as provided in Section 14.7 belowforeclosure expenses; (B2) Then, to the Lenders, pro rata in accordance with their respective Percentage Shares, until all outstanding Loans and unrepaid L/C Drawings and interest accrued on the Loan thereon have been paid in full, said amounts to be allocated first to interest and then, but only after all accrued interest has been paid in full, to principal of Loans and unrepaid L/C Drawings; (C3) Then, to the LendersLenders on account of all other outstanding Obligations, (4) Then, pro rata in accordance with their respective Percentage Sharesand if but only if there remain Outstanding any Letters of Credit or Foreign Exchange Contracts, to the Agent to hold as cash collateral for the obligation of the Company to reimburse future L/C Drawings and FX Risk Liability as the same may occur, until principal under there are no further Outstanding Letters of Credit or Foreign Exchange Contracts, with the Loan has been paid in full;Agent hereby irrevocably authorized by the Company to debit from time to time the amounts so held and to apply the same on account of such L/C Drawings or FX Risk Liability, as applicable; and (D5) Then, to the Lenders, pro rata to each Lender in accordance with the amount expressed in a percentage, which the amount of remaining Obligations owed to such Lender bears to all remaining Obligations held by all Lenders, until all other Obligations have been paid in full. (iii) The order of priority set forth in Section 2.3.4(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent and the other Lenders Persons as among themselves. The order of priority set forth in clauses (B) through (D) of Section 2.3.4(ii) may at any time and from time to time be changed by the Required Lenders without necessity of notice to or consent of or approval by the Borrower or any other Person. The order of priority set forth in clause (A) of Section 2.3.4(ii) may be changed only with the prior written consent of the Administrative Agentlegally entitled thereto.

Allocation of Payments Received. (i1) Prior to the occurrence of an Event of Default and acceleration of the Obligations, and unless otherwise expressly provided herein, all amounts received by the Administrative Agent on account of the Obligations shall be disbursed by the Administrative Agent to the Lenders pro rata in accordance with their respective NotesPercentage Shares, by wire transfer of like funds received on the date of receipt if received by the Administrative Agent before 11:00 a.m. 1:00 p.m. (New York time) or if received later, by 11:00 a.m. 1:00 p.m. (New York time) on the next succeeding Business Day, without further interest payable by the Administrative Agent. (ii2) Following the occurrence of an Event of Default and acceleration of the Obligations, all amounts received by the Administrative Agent on account of the Obligations, shall be promptly disbursed by the Administrative Agent as follows: (A) First, to the payment of out-of-pocket third party expenses and fees incurred by the Administrative Agent in the performance of its duties and the enforcement of the rights of the Lenders under the Loan Documents, including, without limitation, all costs and expenses of collection, “workout”, reasonable attorneys’ fees' fees (including all allocated costs of internal counsel), court costs and other amounts payable as provided in Section 14.7 7.6 below; (B) Then, to the Lenders, pro rata in accordance with their respective Percentage Shares, until interest accrued on the Interim Loan has been paid in full; (C) Then, to the Lenders, pro rata in accordance with their respective Percentage Shares, until principal under the Interim Loan has been paid in full; (D) Then, to the Lenders, pro rata to each Lender in accordance with the amount amount, expressed in as a percentage, which the amount of remaining Obligations owed to such Lender Lenders bears to all remaining other Obligations held by all Lenders, until all other Obligations have been paid in full. (iii3) The order of priority set forth in Section 2.3.4(ii3.5(2) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent and the other Lenders as among themselves. The order of priority set forth in clauses (B) through (D) of Section 2.3.4(ii3.5(2) may at any time and from time to time be changed by the Required Lenders without necessity of notice to or consent of or approval by the Borrower Borrowers or any other Person. The order of priority set forth in clause (A) of Section 2.3.4(ii3.5(2) may be changed only with the prior written consent of the Administrative Agent.

Allocation of Payments Received. (i1) Prior to the occurrence of an Event of Default and or acceleration of all Loans outstanding hereunder or termination of the Obligationscommitments of the Lenders to advance Loans hereunder, amounts received by the Administrative Agent as proceeds of the sale or other disposition of Eligible Mortgage Loans or REO Property, including, without limitation, all amounts from time to time deposited in the Settlement Account, shall be allocated among the Lenders as follows: (i) First, to the Swing Line Lender to repay all outstanding Swing Line Loans; (ii) Then, to the Lenders until the principal amount of the Warehouse Loan or Loans initially advanced against such Eligible Mortgage Loans or REO Property (as identified by the Borrowers on the applicable Notice of Payment or Prepayment) has been paid in full, allocated ratably among the Lenders in proportion to the respective amounts described in this clause(ii) held by them; and (iii) Then, the balance, if any, to the Borrowers. (2) Prior to the occurrence of an Event of Default or acceleration of all Loans outstanding hereunder or termination of the commitments to advance Loans hereunder, amounts received by the Administrative Agent for application to the Servicing Rights Loans or the Working Capital Loans (as identified by the Borrowers on the applicable Notice of Payment or Prepayment), as the case may be, shall be distributed to the Lenders until the principal amount of the applicable Loans have been paid in full, allocated ratably among the Lenders in proportion to the respective amounts of the Servicing Rights Loans or the Working Capital Loans (as the case may be) held by them; and (3) Prior to the occurrence of an Event of Default or acceleration of all Loans outstanding hereunder, but on and unless otherwise expressly provided hereinafter the conversion of any portion of the Obligations to a term loan pursuant to Paragraph 2(d), amounts received by the Administrative Agent for application to such term loan shall be distributed: (i) First, to the next scheduled installment payable on such term loan to the Lenders, said amounts to be allocated first to interest and then, but only after all accrued interest has been paid in full, to principal of such term loan installment; and to be allocated among the Lenders ratably in proportion to the amounts described in this clause (i) payable to them; (ii) Then, to such Lenders in respect of the remaining scheduled term loan installments in the inverse order of maturity; and to be allocated among the Lenders ratably in proportion to the amounts described in this clause (ii) payable to them; (iii) Then, to such Persons as may be legally entitled thereto. (4) Following the occurrence of an Event of Default or acceleration of all Loans outstanding hereunder or termination of the commitments of the Lenders to advance Loans hereunder, all amounts received by the Administrative Agent on account of the Obligations shall be disbursed by the Administrative Agent to the Lenders pro rata in accordance with their respective Notes, by wire transfer of like funds received on the date of receipt if received by the Administrative Agent before 11:00 a.m. (New York time) or if received later, by 11:00 a.m. (New York time) on the next succeeding Business Day, without further interest payable by the Administrative Agent. (ii) Following the occurrence of an Event of Default and acceleration of the Obligations, all amounts received by the Administrative Agent on account of the Obligations, shall be promptly disbursed by the Administrative Agent as follows: (Ai) First, to the payment of out-of-pocket third party fees owing to and expenses and fees incurred by the Administrative Agent, the Collateral Agent and the Lenders in the performance of its their respective duties and the enforcement of the their respective rights of the Lenders under the Loan Documents, including, without limitation, all costs and expenses of collection, “workout”, reasonable attorneys’ ' fees, court costs and other amounts payable as provided in Section 14.7 belowforeclosure expenses; (Bii) Then, to the Lenders, pro rata in accordance with their respective Percentage Shares, until all outstanding Loans and interest accrued on the Loan has been paid in full; (C) Then, to the Lenders, pro rata in accordance with their respective Percentage Shares, until principal under the Loan has been paid in full; (D) Then, to the Lenders, pro rata to each Lender in accordance with the amount expressed in a percentage, which the amount of remaining Obligations owed to such Lender bears to all remaining Obligations held by all Lenders, until thereon and all other Obligations have been paid in full., said amounts to be allocated first to interest and then, but only after all accrued interest has been paid in full, to principal of Loans and then, but only after all accrued interest and principal has been paid in full, to all other Obligations; and to be allocated among the Lenders ratably in proportion to the amounts described in this clause (ii) payable to them; (iii) The order of priority set forth in Section 2.3.4(ii) and the related provisions of this Agreement are set forth solely Then, to determine the rights and priorities of the Administrative Agent and the other Lenders such Persons as among themselves. The order of priority set forth in clauses (B) through (D) of Section 2.3.4(ii) may at any time and from time to time be changed by the Required Lenders without necessity of notice to or consent of or approval by the Borrower or any other Person. The order of priority set forth in clause (A) of Section 2.3.4(ii) may be changed only with the prior written consent of the Administrative Agentlegally entitled thereto.

Allocation of Payments Received. (i) Prior to the occurrence of an Event of Default and acceleration of the Obligations, and unless otherwise expressly provided herein, all amounts received by the Administrative Agent on account of the Obligations shall be disbursed by the Administrative Agent to the Lenders pro rata in accordance with their respective Notes, by wire transfer of like funds received on the date of receipt if received by the Administrative Agent before 11:00 a.m. (New York time) or if received later, by 11:00 a.m. (New York time) on the next succeeding Business Day, without further interest payable by the Administrative Agent. (ii) Following the occurrence of an Event of Default and acceleration of the Obligations, all amounts received by the Administrative Agent on account of Obligations under this Agreement shall be applied as the Company may direct in writing, subject to the requirement that disbursements to the Lenders shall be in accordance with their respective Percentage Shares. Amounts shall be disbursed by the Administrative Agent to the Lenders by wire transfer on the date of receipt if received by the Administrative Agent before 10:00 a.m. (Los Angeles time) or if received later, by 12:00 noon (Los Angeles time) on the next succeeding Business Day, without further interest payable by the Administrative Agent. Following the occurrence of an Event of Default and acceleration of the Obligations, all amounts received by the Administrative Agent or the Collateral Agent on account of the Obligations shall be promptly disbursed by the Administrative Agent as follows: (A1) First, to the payment of out-of-pocket third party reasonable expenses and fees incurred by the Administrative Agent and the Collateral Agent in the performance of its their respective duties and the enforcement of the its rights of the Lenders under the Loan Documents, including, without limitation, all costs and expenses of collection, “workout”, reasonable attorneys’ ' fees, court costs and other amounts payable as provided in Section 14.7 belowforeclosure expenses; (B2) Then, to the Issuing Bank as cash collateral for any Outstanding Letters of Credit; (3) Then, to the Lenders, pro rata in accordance with their respective Percentage Shares, until all outstanding Revolving Loans, unreimbursed L/C Drawings in which a participation has been purchased pursuant to Paragraph 4 below and interest accrued on the Loan has been paid in full; (C) Then, to the Lenders, pro rata in accordance with their respective Percentage Shares, until principal under the Loan has been paid in full; (D) Then, to the Lenders, pro rata to each Lender in accordance with the amount expressed in a percentage, which the amount of remaining Obligations owed to such Lender bears to all remaining Obligations held by all Lenders, until thereon and all other Obligations have been paid in full., said amounts to be allocated first to interest and then, but only after all accrued interest has been paid in full, to principal of Revolving Loans; (iii4) The order of priority set forth in Section 2.3.4(ii) and the related provisions of this Agreement are set forth solely Then, to determine the rights and priorities of the Administrative Agent and the other Lenders such Persons as among themselves. The order of priority set forth in clauses (B) through (D) of Section 2.3.4(ii) may at any time and from time to time be changed by the Required Lenders without necessity of notice to or consent of or approval by the Borrower or any other Person. The order of priority set forth in clause (A) of Section 2.3.4(ii) may be changed only with the prior written consent of the Administrative Agentlegally entitled thereto.

Allocation of Payments Received. (i) Prior to the occurrence of an Event of Default and acceleration of the Obligations, and unless otherwise expressly provided herein, all amounts received by the Administrative Agent on account of the Obligations Loans shall be applied against Loans in such order as the Company may direct in writing, subject to the requirement that disbursements to the Lenders shall be in accordance with their respective Percentage Shares. Such amounts shall be disbursed by the Administrative Agent to the Lenders pro rata in accordance with their respective Notes, Percentage Shares by wire transfer of like funds received on the date of receipt if received by the Administrative Agent before 11:00 10:00 a.m. (New York Los Angeles time) or if received later, by 11:00 a.m. 12:00 noon (New York Los Angeles time) on the next succeeding Business Day, without further interest payable by the Administrative Agent. (ii) . Following the occurrence of an Event of Default and acceleration of the Obligations, all amounts received by the Administrative Agent on account of the Obligations, Obligations shall be promptly disbursed by the Administrative Agent as follows: (A1) First, to the payment of out-of-pocket third party reasonable expenses and fees incurred by the Administrative Agent in the performance of its duties and the enforcement of the its rights of the Lenders under the Loan Documents, including, without limitation, all costs and expenses of collection, “workout”, reasonable attorneys’ fees, court costs and other amounts payable as provided in Section 14.7 belowforeclosure expenses; (B2) Then, to the Lenders, pro rata in accordance with their respective Percentage Sharesthe principal amount of Loans and L/C Drawings held by the Lenders, until all outstanding Loans, unrepaid L/C Drawings, and interest accrued on the Loan thereon have been paid in full, said amounts to be allocated first to interest and then, but only after all accrued interest has been paid in full, to principal of Loans and unrepaid L/C Drawings; (C3) Then, to the Lenders, pro rata in accordance with their respective Percentage SharesAgent to hold as cash collateral for the obligation of the Company to reimburse future L/C Drawings as the same may occur, until principal under there are no further Outstanding Letters of Credit, with the Loan has been paid in fullAgent hereby irrevocably authorized by the Company to debit from time to time the amounts so held and to apply the same on account of such L/C Drawings; (D4) Then, to the LendersLenders on account of all other outstanding Obligations, pro rata to each Lender in accordance with the amount expressed in a percentageand (5) Then, which the amount of remaining Obligations owed to such Lender bears to all remaining Obligations held by all Lenders, until all other Obligations have been paid in full. (iii) The order of priority set forth in Section 2.3.4(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent and the other Lenders Persons as among themselves. The order of priority set forth in clauses (B) through (D) of Section 2.3.4(ii) may at any time and from time to time be changed by the Required Lenders without necessity of notice to or consent of or approval by the Borrower or any other Person. The order of priority set forth in clause (A) of Section 2.3.4(ii) may be changed only with the prior written consent of the Administrative Agentlegally entitled thereto.

Allocation of Payments Received. (i1) Prior to the occurrence of an Event of Default and acceleration of all Loans outstanding hereunder or termination of the Obligationscommitments of the Lenders to advance Loans hereunder, amounts received by the Administrative Agent as proceeds of the sale or other disposition of Eligible Mortgage Loans and unless otherwise expressly provided hereinEligible Mortgage-Backed Securities, including without limitation all amounts from time to time deposited in the Settlement Account, shall be allocated among the Lenders as follows: (i) First, to the Swing Line Lender to repay all outstanding Swing Line Advances; (ii) Then, pro rata to the Lenders in accordance with their respective Percentage Shares, until the principal amount of the Loan or Loans initially advanced against such Eligible Mortgage Loans and/or Eligible Mortgage-Backed Securities has been paid in full; (iii) Then, the balance, if any, to the Company. (2) Following the occurrence of an Event of Default and acceleration of all Loans outstanding hereunder or termination of the commitments of the Lenders to advance Loans hereunder, all amounts received by the Administrative Agent on account of the Obligations shall be disbursed by the Administrative Agent to the Lenders pro rata in accordance with their respective Notes, by wire transfer of like funds received on the date of receipt if received by the Administrative Agent before 11:00 a.m. (New York time) or if received later, by 11:00 a.m. (New York time) on the next succeeding Business Day, without further interest payable by the Administrative Agent. (ii) Following the occurrence of an Event of Default and acceleration of the Obligations, all amounts received by the Administrative Agent on account of the Obligations, shall be promptly disbursed by the Administrative Agent as follows: (Ai) First, to the payment of out-of-pocket third party fees owing to and expenses and fees incurred by the Administrative Agent and the Collateral Agent in the performance of its their respective duties and the enforcement of the their respective rights of the Lenders under the Loan Documents, including, without limitation, all costs and expenses of collection, “workout”, reasonable attorneys’ ' fees, court costs and other amounts payable as provided in Section 14.7 belowforeclosure expenses; (Bii) Then, to the repayment of all outstanding Swing Line Advances; (iii) Then, to the Lenders, pro rata in accordance with their respective Percentage Shares, until interest accrued on the Loan has been principal amount of all Loans outstanding are paid in full; (Civ) Then, to the Lenders, pro rata in accordance with their respective Percentage Shares, until principal under the Loan has been all interest accrued on all Loans is paid in full; (Dv) Then, to the Lenders, pro rata to each Lender in accordance with the amount expressed in a percentage, which the amount of remaining Obligations owed to such Lender bears to all remaining Obligations held by all Lenderstheir respective Percentage Shares, until all fees and any other Obligations have been accrued by and due each Lender and the Administrative Agent are paid in full.; and (iiivi) The order of priority set forth in Section 2.3.4(ii) and the related provisions of this Agreement are set forth solely Then, to determine the rights and priorities of the Administrative Agent and the other Lenders such Persons as among themselves. The order of priority set forth in clauses (B) through (D) of Section 2.3.4(ii) may at any time and from time to time be changed by the Required Lenders without necessity of notice to or consent of or approval by the Borrower or any other Person. The order of priority set forth in clause (A) of Section 2.3.4(ii) may be changed only with the prior written consent of the Administrative Agentlegally entitled thereto.

Allocation of Payments Received. (i) Prior to the occurrence of an Event ------------------------------- of Default and acceleration of the Obligations, and unless otherwise expressly provided herein, all amounts received by the Administrative Agent on account of the Obligations Revolving Loans shall be applied against Revolving Loans in such order as the Company may direct in writing, subject to the requirement that disbursements to the Banks shall be in accordance with their respective Percentage Shares. Such amounts shall be disbursed by the Administrative Agent to the Lenders Banks pro rata in accordance with their respective Notes, Percentage Shares by wire transfer of like funds received on the date of receipt if received by the Administrative Agent before 11:00 10:00 a.m. (New York Los Angeles time) or if received later, by 11:00 a.m. 12:00 noon (New York Los Angeles time) on the next succeeding Business Day, without further interest payable by the Administrative Agent. (ii) . Following the occurrence of an Event of Default and acceleration of the Obligations, all amounts received by the Administrative Agent on account of the Obligations, Obligations shall be promptly disbursed by the Administrative Agent as follows: (A1) First, to the payment of out-of-pocket third party costs and expenses and fees incurred by the Administrative Agent in the performance of its duties and the enforcement Security Agent payable by the Company pursuant to the Loan Documents and to accrued and unpaid fees of the rights of Agent and the Lenders Security Agent payable under the Loan Documents, including, without limitation, all costs and expenses of collection, “workout”, reasonable attorneys’ fees, court costs and other amounts payable as provided in Section 14.7 below; (B2) Then, to the LendersBanks, pro rata in accordance with their respective Percentage Shares, until all outstanding Revolving Loans and unrepaid L/C Drawings and interest accrued on the Loan has been paid in full; (C) Then, to the Lenders, pro rata in accordance with their respective Percentage Shares, until principal under the Loan has been paid in full; (D) Then, to the Lenders, pro rata to each Lender in accordance with the amount expressed in a percentage, which the amount of remaining Obligations owed to such Lender bears to all remaining Obligations held by all Lenders, until thereon and all other Obligations have been paid in full., said amounts to be allocated first to interest and then, but only after all accrued interest has been paid in full, to principal of Revolving Loans and unrepaid L/C Drawings; (iii3) The order Then, and if but only if there remain Outstanding any Letters of priority set forth in Section 2.3.4(ii) and Credit, to the related provisions of this Agreement are set forth solely Agent to determine hold as cash collateral for the rights and priorities obligation of the Administrative Agent and Company to reimburse any future L/C Drawings as the other Lenders same may occur, until there are no further Letters of Credit Outstanding; and (4) Then, to such Persons as among themselves. The order of priority set forth in clauses (B) through (D) of Section 2.3.4(ii) may at any time and from time to time be changed by the Required Lenders without necessity of notice to or consent of or approval by the Borrower or any other Person. The order of priority set forth in clause (A) of Section 2.3.4(ii) may be changed only with the prior written consent of the Administrative Agentlegally entitled thereto.

Allocation of Payments Received. (i1) Prior to the occurrence of an Event of Default and acceleration of the Obligations, and unless otherwise expressly provided herein, all amounts received by the Administrative Agent on account of the Obligations shall be disbursed by the Administrative Agent to the Lenders pro rata in accordance with their respective NotesPercentage Shares, by wire transfer of like funds received on the date of receipt if received by the Administrative Agent before 11:00 a.m. 1:00 p.m. (New York time) or if received later, by 11:00 a.m. 1:00 p.m. (New York time) on the next succeeding Business Day, without further interest payable by the Administrative Agent. (ii2) Following the occurrence of an Event of Default and acceleration of the Obligations, all amounts received by the Administrative Agent on account of the Obligations, shall be promptly disbursed by the Administrative Agent as follows: (A) First, to the payment of out-of-pocket third party expenses and fees incurred by the Administrative Agent in the performance of its duties and the enforcement of the rights of the Lenders under the Loan Documents, including, without limitation, all costs and expenses of collection, “workout”, reasonable attorneys’ feesfees (including all allocated costs of internal counsel), court costs and other amounts payable as provided in Section 14.7 7.1(23) below; (B) Then, to the Lenders, pro rata in accordance with their respective Percentage Shares, until interest accrued on the Loan has been paid in full; (C) Then, to the Lenders, pro rata in accordance with their respective Percentage Shares, until principal under the Loan has been paid in full; (D) Then, to the Lenders, pro rata to each Lender in accordance with the amount expressed in a percentage, which the amount of remaining Obligations owed to such Lender bears to all remaining Obligations held by all Lenders, until all other Obligations have been paid in full. (iii3) The order of priority set forth in Section 2.3.4(ii3.4(2) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent and the other Lenders as among themselves. The order of priority set forth in clauses (B) through (D) of Section 2.3.4(ii3.4(2) may at any time and from time to time be changed by the Required Lenders without necessity of notice to or consent of or approval by the Borrower or any other Person. The order of priority set forth in clause (A) of Section 2.3.4(ii3.4(2) may be changed only with the prior written consent of the Administrative Agent.

Allocation of Payments Received. (i) Prior to the occurrence of an Event of Default and acceleration of the Obligations, and unless otherwise expressly provided herein, all amounts received by the Administrative Agent on account of the Obligations shall be disbursed by the Administrative Agent to the Lenders pro rata in accordance with their respective Notes, Percentage Shares by wire transfer of like funds received on the date of receipt if received by the Administrative Agent before 11:00 a.m. 12:00 noon (New York Los Angeles time) or if received later, by 11:00 a.m. 12:00 noon (New York Los Angeles time) on the next succeeding Business Day, without further interest payable by the Administrative Agent. ; provided, however, that amounts paid by the Company to the Agent pursuant to subparagraphs (ii) through (v) of PARAGRAPH 3(i)(1) below shall be distributed to the Lenders on the last Business Day of each calendar month (and such earlier date during each calendar month as the Agent shall have received amounts thereunder in excess of $5,000.00) and, provided further, that amounts paid by the Company to the Agent pursuant to Paragraph 3(g)(2)(iii) above shall be disbursed by the Agent to the Lender on behalf of which the mandatory prepayment required thereby is made. Following the occurrence of an Event of Default and acceleration of the Obligations, all amounts received by the Administrative Agent on account of the Obligations, including, without limitation, as proceeds of the sale or other disposition of Collateral, shall be promptly disbursed by the Administrative Agent as follows: (A1) First, to the payment of out-of-pocket third party expenses and fees incurred by the Administrative Agent and the Lenders in the performance of its duties and the enforcement of the their rights of the Lenders under the Loan Documents, including, without limitation, all costs and expenses of collection, “workout”, reasonable attorneys’ fees' fees (including all allocated costs of internal counsel), court costs and other amounts payable foreclosure expenses, including as provided in Section 14.7 PARAGRAPH 7(g) below; (B2) Then, to the Lenders, pro rata in accordance with their respective Percentage Shares, until all outstanding Loans and unrepaid L/C Drawings and interest accrued on thereon have been paid in full, said amounts to be allocated by the Loan Lenders first to interest and then, but only after all accrued interest has been paid in full; , to principal of Loans and unrepaid L/C Drawings; (C3) Then, and if but only if there remain Outstanding any Letters of Credit, to the Agent to hold as cash collateral for the obligation of the Company to reimburse any future L/C Drawings, the Company hereby irrevocably agreeing that amounts held by the Agent as cash collateral may be applied from time to time in reimbursement of L/C Drawings as the same may occur, until there are no further Letters of Credit Outstanding; and (4) Then, to the Lenders, pro rata in accordance with their respective Percentage Shares, until principal under the Loan has been paid in full; (D) Then, to the Lenders, pro rata to each Lender in accordance with the amount expressed in a percentage, which the amount of remaining Obligations owed to such Lender bears to all remaining Obligations held by all Lenders, until all other Obligations have been paid in full. (iii) The order of priority set forth in Section 2.3.4(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent and the other Lenders Persons as among themselves. The order of priority set forth in clauses (B) through (D) of Section 2.3.4(ii) may at any time and from time to time be changed by the Required Lenders without necessity of notice to or consent of or approval by the Borrower or any other Person. The order of priority set forth in clause (A) of Section 2.3.4(ii) may be changed only with the prior written consent of the Administrative Agentlegally entitled thereto.

Allocation of Payments Received. (i) Prior to the occurrence of an Event of Default and acceleration of the Obligations, and unless otherwise expressly provided herein, all amounts received by the Administrative Agent on account of the Obligations shall be disbursed by the Administrative Agent to the Lenders pro rata in accordance with their respective NotesPercentage Shares, by wire transfer of like funds received on the date of receipt if received by the Administrative Agent before 11:00 a.m. 2:00 p.m. (New York time) or if received later, by 11:00 a.m. 2:00 p.m. (New York time) on the next succeeding Business Day, without further interest payable by the Administrative Agent. (ii) Following the occurrence of an Event of Default and acceleration of the Obligations, all amounts received by the Administrative Agent on account of the Obligations, shall be promptly disbursed by the Administrative Agent as follows: (A) First, to the payment of out-of-pocket third party expenses and fees incurred by the Administrative Agent in the performance of its duties and the enforcement of the rights of the Lenders under the Loan Documents, including, without limitation, all costs and expenses of collection, “workout”, reasonable attorneys’ fees, court costs and other amounts payable as provided in Section 14.7 below; (B) Then, to the Lenders, pro rata in accordance with their respective Percentage Shares, until interest accrued on the Loan has been paid in full; (C) Then, to the Lenders, pro rata in accordance with their respective Percentage Shares, until principal under the Loan has been paid in full; (D) Then, to the Lenders, pro rata to each Lender in accordance with the amount expressed in a percentage, which the amount of remaining Obligations owed to such Lender bears to all remaining Obligations held by all Lenders, until all other Obligations have been paid in full. (iii) The order of priority set forth in Section 2.3.4(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent and the other Lenders as among themselves. The order of priority set forth in clauses (B) through (D) of Section 2.3.4(ii) may at any time and from time to time be changed by the Required Lenders without necessity of notice to or consent of or approval by the Borrower or any other Person. The order of priority set forth in clause (A) of Section 2.3.4(ii) may be changed only with the prior written consent of the Administrative Agent.

Allocation of Payments Received. (i1) Prior to the occurrence of an Event of Default and acceleration of the any Obligations, and unless otherwise expressly provided herein, all principal amounts received by the Administrative Agent shall be allocated among the Lenders on account of the Obligations shall be disbursed by as the Administrative Agent Company may direct in writing, subject only to the Lenders requirement that such allocation shall not result in a non-pro rata in accordance with their respective Notes, by wire transfer of like funds received on distribution among the date of receipt if received by the Administrative Agent before 11:00 a.m. (New York time) or if received later, by 11:00 a.m. (New York time) on the next succeeding Business Day, without further interest payable by the Administrative AgentLenders. (ii2) Following the occurrence of an Event of Default and acceleration of the any Obligations, all : (i) All amounts received by the Administrative Agent on account of the Obligations, Obligations (other than amounts received from the sale or other disposition of the Pledged Collateral) shall be promptly disbursed allocated by the Administrative Agent as follows: (A) a. First, to the payment of out-of-pocket third party costs and expenses and fees incurred by the Administrative Agent and Collateral Agent in the performance of its their duties and the enforcement of the their rights of the Lenders under the Loan Documents, including, without limitation, all costs and expenses of collection, “workout”, reasonable attorneys’ ' fees, court costs and other amounts payable as provided in Section 14.7 belowforeclosure expenses; (B) b. Then, to the Lenders, pro rata in accordance with their respective Percentage Shares, Shares until interest accrued on the Loan has been Obligations are paid in full; and c. Then, to such Persons as may be legally entitled thereto. (ii) All amounts received by the Administrative Agent upon the sale or other disposition of the Pledged Collateral shall be allocated by the Administrative Agent as follows: a. First, to the payment of expenses incurred by the Administrative Agent and the Collateral Agent in the performance of their duties and enforcement of their rights under the Pledge Agreement and the other Stock Pledge Documents; (C) b. Then, to the Lenders and the "Lenders" under (and as the term "Lenders" is defined in) the Warehousing Agreement, pro rata in accordance with their respective Combined Percentage Shares, until principal under the Loan has been Secured Obligations are paid in full;; and (D) c. Then, to the Lenders, pro rata to each Lender in accordance with the amount expressed in a percentage, which the amount of remaining Obligations owed to such Lender bears to all remaining Obligations held by all Lenders, until all other Obligations have been paid in full. (iii) The order of priority set forth in Section 2.3.4(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent and the other Lenders Persons as among themselves. The order of priority set forth in clauses (B) through (D) of Section 2.3.4(ii) may at any time and from time to time be changed by the Required Lenders without necessity of notice to or consent of or approval by the Borrower or any other Person. The order of priority set forth in clause (A) of Section 2.3.4(ii) may be changed only with the prior written consent of the Administrative Agentlegally entitled thereto.

Allocation of Payments Received. (i) Prior to the occurrence of an Event of Default and acceleration of the Obligations, and unless otherwise expressly provided herein, all amounts received by the Administrative Agent on account of the Obligations Loans shall be applied against Loans in such order as the Company may direct in writing, subject to the requirement that disbursements to the Lenders shall be in accordance with their respective Percentage Shares. Such amounts shall be disbursed by the Administrative Agent to the Lenders pro rata in accordance with their respective Notes, Percentage Shares by wire transfer of like funds received on the date of receipt if received by the Administrative Agent before 11:00 10:00 a.m. (New York Los Angeles time) or if received later, by 11:00 a.m. 12:00 noon (New York Los Angeles time) on the next succeeding Business Day, without further interest payable by the Administrative Agent. (ii) . Following the occurrence of an Event of Default and acceleration of the Obligations, all amounts received by the Administrative Agent on account of the Obligations, Obligations shall be promptly disbursed by the Administrative Agent as follows: (A1) First, to the payment of out-of-pocket third party reasonable expenses and fees incurred by the Administrative Agent in the performance of its duties and the enforcement of the its rights of the Lenders under the Loan Documents, including, without limitation, all costs and expenses of collection, “workout”, reasonable attorneys’ fees, court costs and other amounts payable as provided in Section 14.7 belowforeclosure expenses; (B2) Then, to the LendersLenders and to BOW with respect to the FX Obligations, pro rata in accordance with their respective Percentage Sharesthe amount of Obligations held by the Lenders and BOW with respect to the FX Obligations, until all outstanding Loans, unrepaid L/C Drawings, FX Obligations and interest accrued on the Loan thereon have been paid in full, said amounts to be allocated first to interest and then, but only after all accrued interest has been paid in full, to principal of Loans, unrepaid L/C Drawings and FX Obligations; (C3) Then, to the LendersLenders on account of all other outstanding Obligations, (4) Then, pro rata in accordance with their respective Percentage Sharesand if but only if there remain Outstanding any Letters of Credit or FX Transactions, to the Agent to hold as cash collateral for the obligation of the Company to reimburse future L/C Drawings and FX Obligations as the same may occur, until principal under there are no further Outstanding Letters of Credit or FX Transactions, with the Loan has been paid in full;Agent hereby irrevocably authorized by the Company to debit from time to time the amounts so held and to apply the same on account of such L/C Drawings or FX Obligations, as applicable; and (D5) Then, to the Lenders, pro rata to each Lender in accordance with the amount expressed in a percentage, which the amount of remaining Obligations owed to such Lender bears to all remaining Obligations held by all Lenders, until all other Obligations have been paid in full. (iii) The order of priority set forth in Section 2.3.4(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent and the other Lenders Persons as among themselves. The order of priority set forth in clauses (B) through (D) of Section 2.3.4(ii) may at any time and from time to time be changed by the Required Lenders without necessity of notice to or consent of or approval by the Borrower or any other Person. The order of priority set forth in clause (A) of Section 2.3.4(ii) may be changed only with the prior written consent of the Administrative Agentlegally entitled thereto.

Allocation of Payments Received. (i1) Prior to the occurrence of an Event of Default and acceleration of the Obligations, and unless otherwise expressly provided herein, all amounts received by the Administrative Agent (i) on account of the Obligations with respect to the Term Loan shall be disbursed by the Administrative Agent to the Term Lenders pro rata in accordance with their respective NotesPercentage Shares, and (ii) on account of the Obligations with respect to the Interim Loan shall be disbursed by the Administrative Agent to the Interim Lenders pro rata in accordance with their respective Percentage Shares, in each case, by wire transfer of like funds received on the date of receipt if received by the Administrative Agent before 11:00 a.m. 1:00 p.m. (New York time) or if received later, by 11:00 a.m. 1:00 p.m. (New York time) on the next succeeding Business Day, without further interest payable by the Administrative Agent. (ii2) Following the occurrence of an Event of Default and acceleration of the Obligations, all amounts received by the Administrative Agent on account of the Obligations, shall be promptly disbursed by the Administrative Agent as follows: (A) First, to the payment of out-of-pocket third party expenses and fees incurred by the Administrative Agent in the performance of its duties and the enforcement of the rights of the Lenders under the Loan Documents, including, without limitation, all costs and expenses of collection, “workout”, reasonable attorneys’ feesfees (including all allocated costs of internal counsel), court costs and other amounts payable as provided in Section 14.7 7.6 below; (B) Then, to the Lenders, pro rata in accordance with their respective Percentage Sharestotal outstanding accrued and unpaid interest on the Loans, until all interest accrued on the Loan Loans has been paid in full; (C) Then, to the Lenders, pro rata in accordance with their respective Percentage Sharesoutstanding principal amount of the Loans, until all principal under of the Loan Loans has been paid in full; (D) Then, to the Lenders, pro rata to each Lender in accordance with the amount amount, expressed in as a percentage, which the amount of remaining Obligations owed to such Lender Lenders bears to all remaining other Obligations held by all Lenders, until all other Obligations have been paid in full. (iii3) The order of priority set forth in Section 2.3.4(ii3.5(2) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent and the other Lenders as among themselves. The order of priority set forth in clauses (B) through (D) of Section 2.3.4(ii3.5(2) may at any time and from time to time be changed by the Required Lenders without necessity of notice to or consent of or approval by the Borrower or any other Person. The order of priority set forth in clause (A) of Section 2.3.4(ii3.5(2) may be changed only with the prior written consent of the Administrative Agent.

Allocation of Payments Received. (i1) Prior to the occurrence of an Event of Default and acceleration of the Obligations, and unless otherwise expressly provided herein, all amounts received by the Administrative Agent on account of the Obligations shall be disbursed by the Administrative Agent to the Lenders pro rata in accordance with their respective NotesPercentage Shares, by wire transfer of like funds received on the date of receipt if received by the Administrative Agent before 11:00 a.m. 1:00 p.m. (New York time) or if received later, by 11:00 a.m. 1:00 p.m. (New York time) on the next succeeding Business Day, without further interest payable by the Administrative Agent. (ii2) Following the occurrence of an Event of Default and acceleration of the Obligations, all amounts received by the Administrative Agent on account of the Obligations, shall be promptly disbursed by the Administrative Agent as follows: (A) First, to the payment of out-of-pocket third party expenses and fees incurred by the Administrative Agent in the performance of its duties and the enforcement of the rights of the Lenders under the Loan Documents, including, without limitation, all costs and expenses of collection, “workout”, reasonable attorneys’ feesfees (including all allocated costs of internal counsel), court costs and other amounts payable as provided in Section 14.7 7.6 below; (B) Then, to the Lenders, pro rata in accordance with their respective Percentage Shares, until interest accrued on the Loan has been paid in full; (C) Then, to the Lenders, pro rata in accordance with their respective Percentage Shares, until principal under the Loan has been paid in full; (D) Then, to the Lenders, pro rata to each Lender in accordance with the amount expressed in a percentage, which the amount of remaining Obligations owed to such Lender bears to all remaining Obligations held by all Lenders, until all other Obligations have been paid in full. (iii3) The order of priority set forth in Section 2.3.4(ii3.4(2) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent and the other Lenders as among themselves. The order of priority set forth in clauses (B) through (D) of Section 2.3.4(ii3.4(2) may at any time and from time to time be changed by the Required Lenders without necessity of notice to or consent of or approval by the Borrower Borrowers or any other Person. The order of priority set forth in clause (A) of Section 2.3.4(ii3.4(2) may be changed only with the prior written consent of the Administrative Agent.

Allocation of Payments Received. (i) Prior to the occurrence of an Event of Default and acceleration of the Obligations, and unless otherwise expressly provided herein, all amounts received by the Administrative Agent on account of the Obligations shall be disbursed by the Administrative Agent to the Lenders as directed by the Company (consistent with the requirements for application of prepayments set forth in Paragraph 3(f) above and subject to the requirement that any application of amounts against the Revolving Loans shall be allocated pro rata among the Lenders in accordance with their respective Notes, Percentage Shares) by wire transfer of like funds received on the date of receipt if received by the Administrative Agent before 11:00 10:30 a.m. (New York San Francisco time) or if received later, by 11:00 a.m. 12:00 noon (New York San Francisco time) on the next succeeding Business Day, without further interest payable by the Administrative Agent. (ii) . Following the occurrence of an Event of Default and acceleration of the Obligations, all amounts received by the Administrative Agent on account of the Obligations, including, without limitation, as proceeds of the sale or other disposition of Company Collateral, shall be promptly disbursed by the Administrative Agent as follows: (A1) First, to the payment of out-of-pocket third party expenses and fees incurred by the Administrative Agent in the performance of its duties and the enforcement of the rights of the Lenders under the Loan Documents, including, without limitation, all costs and expenses of collection, “workout”, reasonable and documented attorneys’ feesfees (including all allocated costs of internal counsel), court costs and other amounts payable foreclosure expenses, including as provided in Section 14.7 Paragraph 7(g) below; (B2) Then, to the Lenders, pro rata in accordance with their respective Percentage Shares, until all outstanding Revolving Loans and unrepaid L/C Drawings and interest accrued on thereon have been paid in full, said amounts to be allocated by the Loan Lenders first to interest and then, but only after all accrued interest has been paid in full, to principal of Revolving Loans and unrepaid L/C Drawings; (C3) Then, and if but only if there remain Outstanding any Letters of Credit, to the Administrative Agent to hold as cash collateral for the obligation of the Company to reimburse any future L/C Drawings as the same may occur, until there are no further Letters of Credit Outstanding; (4) Then, to the Lenders, Lenders pro rata in accordance with their respective Percentage Shares, until principal under the Loan has been paid in full; (D) Then, to the Lenders, pro rata to each Lender in accordance with the amount expressed in a percentage, which the amount of remaining Obligations owed to such Lender bears to all remaining Obligations held by all Lenders, Lenders until all other Obligations held by the Lenders have been paid in full.; and (iii5) The order of priority set forth in Section 2.3.4(ii) and the related provisions of this Agreement are set forth solely Then, to determine the rights and priorities of the Administrative Agent and the other Lenders such Persons as among themselves. The order of priority set forth in clauses (B) through (D) of Section 2.3.4(ii) may at any time and from time to time be changed by the Required Lenders without necessity of notice to or consent of or approval by the Borrower or any other Person. The order of priority set forth in clause (A) of Section 2.3.4(ii) may be changed only with the prior written consent of the Administrative Agentlegally entitled thereto.

Allocation of Payments Received. (i1) Prior to the occurrence of an Event of Default and acceleration of the Obligations, and unless otherwise expressly provided herein, all amounts received by the Administrative Agent on account of the Obligations shall be disbursed by the Administrative Agent to the Lenders pro rata in accordance with their respective NotesPercentage Shares, by wire transfer of like funds received on the date of receipt if received by the Administrative Agent before 11:00 a.m. 1:00 p.m. (New York time) or if received later, by 11:00 a.m. 1:00 p.m. (New York time) on the next succeeding Business Day, without further interest payable by the Administrative Agent. (ii2) Following the occurrence of an Event of Default and acceleration of the Obligations, all amounts received by the Administrative Agent on account of the Obligations, shall be promptly disbursed by the Administrative Agent as follows: (A) First, to the payment of out-of-pocket third party expenses and fees incurred by the Administrative Agent in the performance of its duties and the enforcement of the rights of the Lenders under the Loan Documents, including, without limitation, all costs and expenses of collection, “workout”, reasonable attorneys’ fees' fees (including all allocated costs of internal counsel), court costs and other amounts payable as provided in Section 14.7 7.6 below; (B) Then, to the Lenders, pro rata in accordance with their respective Percentage Shares, until interest accrued on the Term Loan has been paid in full; (C) Then, to the Lenders, pro rata in accordance with their respective Percentage Shares, until principal under the Term Loan has been paid in full; (D) Then, to the Lenders, pro rata to each Lender in accordance with the amount amount, expressed in as a percentage, which the amount of remaining Obligations owed to such Lender Lenders bears to all remaining other Obligations held by all Lenders, until all other Obligations have been paid in full. (iii3) The order of priority set forth in Section 2.3.4(ii3.5(2) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent and the other Lenders as among themselves. The order of priority set forth in clauses (B) through (D) of Section 2.3.4(ii3.5(2) may at any time and from time to time be changed by the Required Lenders without necessity of notice to or consent of or approval by the Borrower Borrowers or any other Person. The order of priority set forth in clause (A) of Section 2.3.4(ii3.5(2) may be changed only with the prior written consent of the Administrative Agent.

Allocation of Payments Received. (i) Prior to the occurrence of an Event of Default and acceleration of the Obligations, and unless otherwise expressly provided herein, all amounts received by the Administrative Agent on account of the Obligations Loans shall be applied against Loans in such order as the Company may direct in writing, subject to the requirement that disbursements to the Lenders shall be in accordance with their respective Percentage Shares. Such amounts shall be disbursed by the Administrative Agent to the Lenders pro rata in accordance with their respective Notes, Percentage Shares by wire transfer of like funds received on the date of receipt if received by the Administrative Agent before 11:00 10:00 a.m. (New York Los Angeles time) or if received later, by 11:00 a.m. 12:00 noon (New York Los Angeles time) on the next succeeding Business Day, without further interest payable by the Administrative Agent. (ii) . Following the occurrence of an Event of Default and acceleration of the Obligations, all amounts received by the Administrative Agent on account of the Obligations, Obligations shall be promptly disbursed by the Administrative Agent as follows: (A1) First, to the payment of out-of-pocket third party reasonable expenses and fees incurred by the Administrative Agent in the performance of its duties and the enforcement of the its rights of the Lenders under the Loan Documents, including, without limitation, all costs and expenses of collection, “workout”, reasonable attorneys’ fees, court costs and other amounts payable as provided in Section 14.7 belowforeclosure expenses; (B2) Then, to the Lenders, pro rata in accordance with their respective Percentage Sharesthe principal amount of Loans and outstanding L/C Drawings held by the Lenders, until all outstanding Loans, unrepaid L/C Drawings, and interest accrued on the Loan thereon have been paid in full, said amounts to be allocated first to interest and then, but only after all accrued interest has been paid in full, to principal of Loans and unrepaid L/C Drawings; (C3) Then, to the Lenders, pro rata in accordance with their respective Percentage SharesAgent to hold as cash collateral for the obligation of the Company to reimburse future L/C Drawings as the same may occur, until principal under there are no further Outstanding Letters of Credit with the Loan has been paid in fullAgent hereby irrevocably authorized by the Company to debit from time to time the amounts so held and to apply the same on account of such L/C Drawings; (D4) Then, to the LendersLenders on account of all other outstanding Obligations, pro rata to each Lender in accordance with the amount expressed in a percentageand (5) Then, which the amount of remaining Obligations owed to such Lender bears to all remaining Obligations held by all Lenders, until all other Obligations have been paid in full. (iii) The order of priority set forth in Section 2.3.4(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent and the other Lenders Persons as among themselves. The order of priority set forth in clauses (B) through (D) of Section 2.3.4(ii) may at any time and from time to time be changed by the Required Lenders without necessity of notice to or consent of or approval by the Borrower or any other Person. The order of priority set forth in clause (A) of Section 2.3.4(ii) may be changed only with the prior written consent of the Administrative Agentlegally entitled thereto.

Allocation of Payments Received. (i) Prior to the occurrence ------------------------------- of an Event of Default and acceleration of the Obligations, and unless otherwise expressly provided herein, all amounts received by the Administrative Agent on account of the Obligations shall be disbursed by the Administrative Agent to the Lenders as directed by the Company (consistent with the requirements for application of prepayments set forth in Paragraph 3(f) -------------- above and subject, except in the case of a Waivable Prepayment to the requirement that any application of amounts against the Revolving Loans, Term Loan A and Term Loan B shall be allocated pro rata among the Revolving Facility Lenders, the Term Loan A Lenders and the Term Loan B Lenders in accordance with their respective Notes, Percentage Shares of such facilities) by wire transfer of like funds received on the date of receipt if received by the Administrative Agent before 11:00 10:30 a.m. (New York San Francisco time) or if received later, by 11:00 a.m. 12:00 noon (New York San Francisco time) on the next succeeding Business Day, without further interest payable by the Administrative Agent. (ii) . Following the occurrence of an Event of Default and acceleration of the Obligations, all amounts received by the Administrative Agent on account of the Obligations, including, without limitation, as proceeds of the sale or other disposition of Borrower Collateral, shall be promptly disbursed by the Administrative Agent as follows: (A1) First, to the payment of out-of-pocket third party expenses and fees incurred by the Administrative Agent in the performance of its duties and the enforcement of the rights of the Lenders under the Loan Documents, including, without limitation, all costs and expenses of collection, “workout”, reasonable and documented attorneys’ fees' fees (including all allocated costs of internal counsel), court costs and other amounts payable foreclosure expenses, including as provided in Section 14.7 Paragraph 7(g) -------------- below; (B2) Then, to the Lenders, pro rata in accordance with their respective Consolidated Percentage Shares, until all outstanding Loans and interest accrued on thereon have been paid in full, said amounts to be allocated by the Loan Lenders first to interest and then, but only after all accrued interest has been paid in full, to principal of Loans; (C3) Then, to the Lenders, Lenders pro rata in accordance with their respective Percentage Shares, until principal under the Loan has been paid in full; (D) Then, to the Lenders, pro rata to each Lender in accordance with the amount expressed in a percentage, which the amount of remaining Obligations owed to such Lender bears to all remaining Obligations held by all Lenders, Lenders until all other Obligations held by the Lenders have been paid in full.; and (iii4) The order of priority set forth in Section 2.3.4(ii) and the related provisions of this Agreement are set forth solely Then, to determine the rights and priorities of the Administrative Agent and the other Lenders such Persons as among themselves. The order of priority set forth in clauses (B) through (D) of Section 2.3.4(ii) may at any time and from time to time be changed by the Required Lenders without necessity of notice to or consent of or approval by the Borrower or any other Person. The order of priority set forth in clause (A) of Section 2.3.4(ii) may be changed only with the prior written consent of the Administrative Agentlegally entitled thereto.

Allocation of Payments Received. (i) Prior to the occurrence of an Event of Default and acceleration of the ObligationsObligations or termination of the commitment of the Lenders to advance Loans hereunder, principal amounts received by the Administrative Agent shall be allocated first to repay all outstanding Tranche C Loans and, then, among the Lenders as the Company may direct to repay Tranche A Committed Loans and/or Tranche B Loans and/or Bid Loans until all Loans outstanding have been paid in full and, thereafter, to the Company; provided, however, that any allocation by the Company to the repayment of any Tranche A Committed Loans or Tranche B Loans shall be allocated, pro rata, among the Lenders in accordance with their respective Percentage Shares. Following the occurrence of an Event of Default and unless otherwise expressly provided hereinacceleration of the Obligations or termination of the commitment of the Lenders to advance Loans hereunder, all amounts received by the Administrative Agent on account of the Obligations shall be disbursed by the Administrative Agent to the Lenders pro rata in accordance with their respective Notes, by wire transfer of like funds received on the date of receipt if received by the Administrative Agent before 11:00 a.m. (New York time) or if received later, by 11:00 a.m. (New York time) on the next succeeding Business Day, without further interest payable by the Administrative Agent. (ii) Following the occurrence of an Event of Default and acceleration of the Obligations, all amounts received by the Administrative Agent on account of the Obligations, shall be promptly disbursed by the Administrative Agent as follows: (A1) First, to the payment of out-of-pocket third party expenses and fees incurred by the Administrative Agent and Custodian in the performance of its their duties and the enforcement of the their rights of the Lenders under the Loan Documents, including, without limitation, all costs and expenses of collection, “workout”, reasonable attorneys’ ' fees, court costs and other amounts payable as provided in Section 14.7 belowforeclosure expenses; (B2) Then, to the Lenders, pro rata in accordance with their respective Post-Default Percentage Shares, until all outstanding Loans and unrepaid L/C Drawings and interest accrued on the Loan has been paid in full; (C) Then, to the Lenders, pro rata in accordance with their respective Percentage Shares, until principal under the Loan has been paid in full; (D) Then, to the Lenders, pro rata to each Lender in accordance with the amount expressed in a percentage, which the amount of remaining Obligations owed to such Lender bears to all remaining Obligations held by all Lenders, until thereon and all other Obligations have been paid in full. (iii) The order of priority set forth in Section 2.3.4(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent and the other Lenders as among themselves. The order of priority set forth in clauses (B) through (D) of Section 2.3.4(ii) may at any time and from time to time be changed by the Required Lenders without necessity of notice to or consent of or approval by the Borrower or any other Person. The order of priority set forth in clause (A) of Section 2.3.4(ii) may be changed only with the prior written consent of the Administrative Agent., said amounts