Common use of Application and Allocation of Payments Clause in Contracts

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments of regularly scheduled payments then due shall be applied to those scheduled payments, (ii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a), and (iii) mandatory prepayments shall be applied as set forth in Section 2.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower. All voluntary prepayments shall be applied as directed by Borrower Representative. In all circumstances after an Event of Default, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documents; (2) to interest on the Swing Line Loans; (3) to principal payments on the Swing Line Loans; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans (or cash collateral with respect to the Letter of Credit Obligations), ratably in proportion to the principal balance of such Loan and the Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payable; and (7) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 12.3. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, costs (including, insurance premiums in accordance with Section 6.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers under this Agreement or any of the other Loan Documents, if and to the extent such Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii)). At Agent’s option, and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments of regularly scheduled payments then due shall be applied to those scheduled payments, (ii) voluntary prepayments shall be applied as set forth in accordance with the provisions of Section 2.3(a), 1.2(a) and (iiiii) mandatory prepayments shall be applied as set forth in Section 2.3(cSections 1.2(c) and 1.2(d). All payments and prepayments applied to a particular the Revolving Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata ShareShare (subject to Section 9.9(c)). As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each the Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of the Borrower, and hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such Borrower. All voluntary prepayments shall be applied payments against the Obligations as directed Agent may deem advisable notwithstanding any previous entry by Borrower RepresentativeAgent in the Loan Account or any other books and records. In all circumstances circumstances, after an Event acceleration or maturity of Default, subject to the ABL Intercreditor AgreementObligations, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documents; (2) to interest on the Swing Line Loans; (3) to principal payments on the Swing Line Loans; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans (or cash collateral accordance with respect to the Letter of Credit ObligationsSection 8.2(c), ratably in proportion to the principal balance of such Loan and the Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payable; and (7) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 12.3. (b) Agent is authorized toauthorized, and at its sole election maythe direction of Requisite Lenders, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. the Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a5.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers the Borrower under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail the Borrower fails to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))Maximum Amount. At Agent’s option, and to To the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments of regularly scheduled payments then due shall be applied to those scheduled payments, (ii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a), and (iii) mandatory prepayments shall be applied as set forth in Section 2.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments at any time or times hereafter received from or on behalf of Borrower, and Borrower irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such Borrower. All voluntary prepayments shall be applied as directed by Borrower Representative. In all circumstances after an Event of Default, subject to payments against the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable Obligations and in repayment of the Revolving Credit Loan, Letter of Credit Obligations and other Obligations as Agent may deem advisable. Notwithstanding the foregoing, in the absence of a specific determination by Agent with respect thereto or if an Event of Default shall have occurred and be continuing, the same shall be applied in the following order: (1a) to Fees the principal of any Revolving Credit Advances made by Agent under Section 1.13(a); (b) then due and Agent’s payable Fees, expenses and Co-Collateral Agents’ expenses reimbursable hereunder and to all obligations other Obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documents; (2c) to interest on the Swing Line Loansthen due and payable Fees and expenses of Lenders; (3d) to principal then due and payable interest payments on the Swing Line LoansRevolving Credit Loan in accordance with Section 1.13(d); (4e) to interest on other than the other Loansprincipal described in clause (a) above, ratably in proportion to principal of the interest accrued as to each Revolving Credit Loan; (5f) to principal payments on the other Loans (or provide cash collateral with respect to the for any Letter of Credit Obligations)Obligations in the manner set forth in Annex F, ratably in proportion (g) Obligations to the Lenders other than Fees, expenses and interest and principal balance of such Loan payments; and the Letter of Credit Obligations; (6h) to the payment of the Bank Products extent there are no other Obligations then due and payable; and (7) , to all other Obligations, including expenses Borrower or its successors or assigns or as a court of competent jurisdiction may direct. Agent on behalf of Lenders to the extent reimbursable under Section 12.3. (b) Agent is authorized to, and at its sole election option may, upon prior notice make or cause to Borrower Representative charge to the be made Revolving Loan balance Credit Advances by Lenders on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid for payment of all Fees, expenses, costs (includingcharges, insurance premiums in accordance with Section 6.4(a)) and interest and costs, principal, interest or other than principal of the Revolving Loan, owing Obligations then due and payable by such Borrowers Borrower under this Agreement or any of the other Loan Documents, if and to the extent such Borrowers fail to pay promptly Documents (including any such amounts as and when duepayments made by Agent under Section 5.5(a) or any costs or expenses payable by Borrower under Section 11.2), even if the amount conditions precedent in Section 2.2 have not been satisfied with respect to such Revolving Credit Advance, including if the making of such charges would exceed Availability at such time or would cause Revolving Credit Advances causes the outstanding balance of the Revolving Loan and the Swing Line Credit Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii)). At Agent’s option, and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunderAvailability. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments of regularly matching specific scheduled payments then due shall be applied to those scheduled payments, ; (ii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a1.3(a), ; and (iii) mandatory prepayments shall be applied as set forth in Section 2.3(c1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its applicable Pro Rata Share, except as otherwise provided in Section 1.3(a) and Section 1.3(b) if a Term Lender declines a partial prepayment of the Term Loan. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower. All voluntary prepayments shall be applied as directed by Borrower Representative. In all circumstances after an Event of Default, subject to the ABL Intercreditor and unless expressly stated otherwise in this Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the Swing Line Loans; (3) to principal payments on the Swing Line Loans; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (53) to principal payments on the other Loans (or cash collateral with respect to the Letter of Credit Obligations)Loans, ratably in proportion to the outstanding principal balance of such Loan and the Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payableeach Loan; and (74) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 12.311.3. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a5.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers Borrower under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail Borrower fails to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))time. At Agent’s option, option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Event (a) After the exercise of Default has occurred and is continuing, (i) payments of regularly scheduled payments then due shall be applied to those scheduled payments, (ii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a), and (iii) mandatory prepayments shall be applied as set forth remedies provided for in Section 2.3(c). All payments and prepayments applied 9.2, subject to a particular Loan any Applicable Intercreditor Agreement then in effect, the Administrative Agent shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of apply any and all payments received from or on behalf by Administrative Agent in respect of such Borrower. All voluntary prepayments shall be applied as directed by Borrower Representative. In the Obligations, and any and all circumstances after an Event of Default, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable received by Administrative Agent, in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ expenses reimbursable hereunder and first, to all obligations owing fees, costs, indemnities, and expenses due and payable to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender Administrative Agent under the Loan Documents; second, to all fees, costs, indemnities, and expenses due and payable to any Lender (2including Swingline Lender) to interest on or L/C Issuer under the Swing Line Loans; (3) to principal payments on the Swing Line Loans; (4) to interest on the other Loans, Loan Documents ratably among them in proportion to the amounts described in this clause second payable to them; third, to accrued and unpaid interest due and payable under this Agreement (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued as to each Loan; (5on such amounts) to principal payments on ratably among the other Loans (or cash collateral with respect to the Letter of Credit Obligations), ratably Lenders in proportion to the amounts described in this clause third payable to them; fourth, to all unpaid principal balance of such Loan the Loans then due and the owing, to provide cash collateral in accordance herewith to secure any then outstanding Letter of Credit Obligations; (6) Obligations and to all Obligations due to any Eligible Counterparty ratably among the Secured Parties in proportion to the payment of the Bank Products Obligations then due and payableamounts described in this clause fourth payable to them; and (7) fifth, to all other Obligations, including expenses outstanding Obligations ratably based upon the respective aggregate amounts of Lenders all such owing to the extent reimbursable under Section 12.3. (b) Administrative Agent is authorized toand the other Secured Parties on such date; and sixth, and at its sole election maythe balance, upon prior notice if any, after all of the Obligations have been paid in full, subject to Borrower Representative charge any Applicable Intercreditor Agreement, to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borroweras otherwise required by Law; provided, as the case may behowever, and cause that in no event shall payments by a Guarantor or proceeds of Collateral of a Guarantor be applied to be paid all Fees, expenses, costs (including, insurance premiums in accordance with Section 6.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers under this Agreement or any of the other Loan Documents, if and to the extent such Borrowers fail to pay promptly any such amounts as and when due, even if the amount Excluded Rate Contract Obligations of such charges would exceed Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii)). At Agent’s option, and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunderGuarantor. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Event of Default under Section 8.1(a) has occurred -------------- and is continuing, (i) payments consisting of regularly proceeds of Accounts or other Collateral received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments, ; (iiiii) voluntary prepayments shall be applied in accordance with as determined by Borrower, subject to the provisions of Section 2.3(a1.3(a), ; and (iiiiv) mandatory -------------- prepayments shall be applied as set forth in Section 2.3(cSections 1.3(c) and 1.3(d). All -------------------------- payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to all payments made received at a time when an Event of Default under Section ------- 8.1 (a) has occurred and is continuing or following the Commitment Termination ------ Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that all such Borrower. All voluntary prepayments payments shall be applied against the Obligations as directed set forth below notwithstanding any previous entry by Borrower RepresentativeAgent in the Loan Account or any other books and records. In all circumstances after an Event the absence of Default, subject a specific determination to the ABL Intercreditor Agreementcontrary by all Lenders, all such payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: : (1) to Fees and Agent’s and Co-Collateral Agents’ 's expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the Swing Line LoansLoan; (3) to principal payments on the Swing Line LoansLoan; (4) to interest on the other LoansRevolving Loan and Term Loan, ratably in proportion to the interest accrued as to each such Loan; (5) to principal payments on the other Loans Revolving Loan and Term Loan (or to scheduled installments in inverse order of maturity) and to provide cash collateral with respect to the for Letter of Credit Obligations)Obligations in the manner described in Annex B, ------- ratably in proportion to the aggregate, combined principal balance of such Loan Loans and the outstanding Letter of Credit Obligations; and (6) to the payment of the Bank Products Obligations then due and payable; and (7) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 12.3.11.3. ------------ (b) Agent is authorized to, and at may in its sole election maydiscretion, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a5.4(a)) and interest and principal, other than principal of the --------------- Revolving Loan, owing by such Borrowers Borrower under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail Borrower fails to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))Availability. At Agent’s option, 's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments of regularly matching specific scheduled payments then due shall be applied to those scheduled payments, ; (ii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a1.3(a), ; and (iii) mandatory prepayments shall be applied as set forth in Section 2.3(cSections 1.3(c) and 1.3(d), as applicable. All payments and prepayments applied to a particular of the Term Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Maturity Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower. All voluntary prepayments , and each Borrower hereby irrevocably agrees that Agent shall be applied have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as directed Agent may deem advisable notwithstanding any previous entry by Borrower RepresentativeAgent in the Loan Account or any other books and records. In all circumstances after an Event the absence of Defaulta specific determination by Agent with respect thereto, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the Swing Line LoansTerm Loan; (3) to principal payments on the Swing Line Loans; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Term Loan; (5) to principal payments on the other Loans (or cash collateral with respect to the Letter of Credit Obligations), ratably in proportion to the principal balance of such Loan and the Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payable; and (74) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 12.311.3. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Term Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a)5.4) and interest and principal, other than principal of the Revolving Term Loan, owing by such Borrowers under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii)). At Agent’s option, option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Term Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments of regularly matching specific scheduled payments then due shall be applied to those scheduled payments, ; (ii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a1.3(a), ; and (iii) mandatory prepayments shall be applied as set forth in Section 2.3(c1.3(d) or 1.3(e), as applicable. All payments and prepayments applied to a particular the Revolving Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to (x) any other payment, (y) all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination DateDate and (z) all proceeds of Collateral, each Borrower hereby irrevocably waives the right to direct the application of any and all such payments received from or on behalf of such Borrower. All voluntary prepayments shall be applied as directed by Borrower Representative. In and proceeds of Collateral, and all circumstances after an Event of Default, subject to the ABL Intercreditor Agreement, all such payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order, subject to the terms of the Collateral Documents: (1) to Fees and Agent’s and Co-Collateral Agents’ reimbursable expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentsof Agent hereunder; (2) to interest on the Swing Line LoansLoan; (3) to principal payments on the Swing Line LoansLoan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Revolving Loan; (5) to principal payments on the other Loans (or Revolving Loan and to provide cash collateral with respect to the for Letter of Credit Obligations), ratably Obligations in proportion to the principal balance of such Loan and the Letter of Credit Obligationsmanner described in Annex B; (6) to the payment of the Bank Products Obligations then due and payable; and (7) to all other ObligationsObligations owing by the Credit Parties, including expenses of Lenders to the extent reimbursable under Section 12.311.3; and (7) to amounts owing in respect of Bank Product and Hedging Obligations; provided, that any payment by a U.K. Credit Party shall be applied only to the Secured Obligations of the U.K. Credit Parties according to the preceding order of priority. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a5.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail to pay promptly any such amounts as and when due, even if the Dollar Equivalent of the amount of such charges would exceed the applicable Borrowing Availability at such time or would time; provided, such action shall not cause the balance Dollar Equivalent of the aggregate Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))Maximum Amount. At Agent’s option, option and to the extent permitted by law, any charges so made shall constitute a Revolving Credit Advance made in the applicable currency and part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety Notwithstanding any contrary provision herein, if, at the time of the receipt of any prepayment or payment on the Obligations, (i) any Non-Sterling Lender shall have failed to make available to the provisions Fronting Lender any amount required pursuant to Section 9.9(e)(i) upon demand therefor by the Fronting Lender and (ii) the Borrowers shall have failed to repay, pursuant to Section 9.9(e)(ii), the outstanding principal amount of Section 13.9 hereofthe portion of the Revolving Loan or Letter of Credit Obligation then outstanding to the Fronting Lender in which such Non-Sterling Lender was required to purchase a participation interest, then such prepayment or payment shall be applied first to the portion of the Revolving Loan or Letter of Credit Obligations then outstanding to the Fronting Lender in which such Non-Sterling Lender was required to purchase such participation interest, until the same (together with any interest due and payable thereon) shall have been paid in full.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments of regularly matching specific scheduled payments then due shall be applied to those scheduled payments, ; (ii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a1.3(a), ; and (iii) mandatory prepayments shall be applied as set forth in Section 2.3(c1.3(d) or 1.3(e), as applicable. All payments and prepayments applied to a particular the Revolving Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to (x) any other payment, (y) all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination DateDate and (z) all proceeds of Collateral, each Borrower hereby irrevocably waives the right to direct the application of any and all such payments received from or on behalf of such Borrower. All voluntary prepayments shall be applied as directed by Borrower Representative. In and proceeds of Collateral, and the Ratable Share of all circumstances after an Event of Default, subject to the ABL Intercreditor Agreement, all such payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order, subject to the terms of the Collateral Documents: (1) to Fees and Agent’s and Co-Collateral Agents’ reimbursable expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentsof Agents hereunder; (2) to interest on the Swing Line LoansLoan; (3) to principal payments on the Swing Line LoansLoan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Revolving Loan; (5) to principal payments on the other Loans (or Revolving Loan and to provide cash collateral with respect to the for Letter of Credit Obligations), ratably Obligations in proportion to the principal balance of such Loan and the Letter of Credit Obligationsmanner described in Annex B; (6) to the payment of the Bank Products Obligations then due and payable; and (7) to all other ObligationsObligations owing by the Credit Parties, including expenses of Lenders to the extent reimbursable under Section 12.311.3; and (7) to amounts owing in respect of Bank Product and Hedging Obligations; provided that, notwithstanding the foregoing, (x) with respect to any Guarantor, no proceeds of any guarantee made by such Guarantor and no proceeds of any Collateral of such Guarantor shall be applied to any Excluded Hedging Obligations of such Guarantor and (y) any payment by a Foreign Credit Party shall be applied only to the Obligations and Bank Product and Hedging Obligations of the Foreign Credit Parties according to the preceding order of priority. (b) Each Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a5.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail to pay promptly any such amounts as and when due, even if the Dollar Equivalent of the amount of such charges would exceed the applicable Borrowing Availability at such time or would time; provided, such action shall not cause the balance Dollar Equivalent of the aggregate Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))Maximum Amount. At any Agent’s option, option and to the extent permitted by law, any charges so made shall constitute a Revolving Credit Advance made in the applicable currency and part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety Notwithstanding any contrary provision herein, if, at the time of the receipt of any prepayment or payment on the Obligations, (i) any Non-Foreign Currency Lender shall have failed to make available to the provisions Fronting Lender any amount required pursuant to Section 9.9(e)(i) upon demand therefor by the Fronting Lender and (ii) the Borrowers shall have failed to repay, pursuant to Section 9.9(e)(iv), the outstanding principal amount of Section 13.9 hereofthe portion of the Revolving Loan or Letter of Credit Obligation then outstanding to the Fronting Lender in which such Non-Foreign Currency Lender was required to purchase a participation interest, then such prepayment or payment shall be applied first to the portion of the Revolving Loan or Letter of Credit Obligations then outstanding to the Fronting Lender in which such Non-Foreign Currency Lender was required to purchase such participation interest, until the same (together with any interest due and payable thereon) shall have been paid in full.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of regularly proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments, ; (iiiii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a1.3(a), ; and (iiiiv) mandatory prepayments shall be applied as set forth in Section 2.3(c1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such Borrower. All voluntary prepayments shall be applied payments against the Obligations as directed Agent may deem advisable notwithstanding any previous entry by Borrower RepresentativeAgent in the Loan Account or any other books and records. In all circumstances after an Event the absence of Defaulta specific determination by Agent with respect thereto, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the Swing Line LoansLoan; (3) to principal payments on the Swing Line LoansLoan; (4) to interest on the other Loans, Loans ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans (or and any Obligations under any Secured Rate Contract and to provide cash collateral with respect to the for Letter of Credit Obligations)Obligations in the manner described in Annex B, ratably in proportion to the aggregate, combined principal balance of such Loan the other Loans and the outstanding Letter of Credit Obligations; and (6) to the payment of the Bank Products Obligations then due and payable; and (7) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 12.311.3. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a5.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers Borrower under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail Borrower fails to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))time. At Agent’s option, option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments of regularly scheduled payments then due shall be applied to those scheduled payments, (ii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a), and (iii) mandatory prepayments shall be applied as set forth in Section Sections 2.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower. All voluntary prepayments shall be applied as directed by Borrower Representative. In all circumstances after an Event of Default, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documents; (2) to interest on the Swing Line Loans; (3) to principal payments on the Swing Line Loans; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans (or cash collateral with respect to the Letter of Credit Obligations), ratably in proportion to the principal balance of such each Loan and the Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payable; and (7) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 12.3. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, costs (including, insurance premiums in accordance with Section 6.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers under this Agreement or any of the other Loan Documents, if and to the extent such Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii)). At Agent’s option, and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Event After the exercise of Default has occurred and is continuing, (i) payments of regularly scheduled payments then due shall be applied to those scheduled payments, (ii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a), and (iii) mandatory prepayments shall be applied as set forth remedies provided for in Section 2.3(c). All payments and prepayments applied 9.2, subject to a particular Loan any Applicable Intercreditor Agreement then in effect, the Administrative Agent shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of apply any and all payments received from or on behalf by Administrative Agent in respect of such Borrower. All voluntary prepayments shall be applied as directed by Borrower Representative. In the Obligations, and any and all circumstances after an Event of Default, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable received by Administrative Agent, in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ expenses reimbursable hereunder and first, to all obligations owing fees, costs, indemnities, and expenses due and payable to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender Administrative Agent under the Loan Documents; second, to all fees, costs, indemnities, and expenses due and payable to any Lender (2including Swingline Lender) to interest on or L/C Issuer under the Swing Line Loans; (3) to principal payments on the Swing Line Loans; (4) to interest on the other Loans, Loan Documents ratably among them in proportion to the amounts described in this clause second payable to them; third, to accrued and unpaid interest due and payable under this Agreement (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued as to each Loan; (5on such amounts) to principal payments on ratably among the other Loans (or cash collateral with respect to the Letter of Credit Obligations), ratably Lenders in proportion to the amounts described in this clause third payable to them; fourth, to all unpaid principal balance of such Loan the Loans then due and the owing, to provide cash collateral in accordance herewith to secure any then outstanding Letter of Credit Obligations; (6) Obligations and to all Obligations due to any Eligible Counterparty ratably among the Secured Parties in proportion to the payment of the Bank Products Obligations then due and payableamounts described in this clause fourth payable to them; and (7) fifth, to all other Obligations, including expenses outstanding Obligations ratably based upon the respective aggregate amounts of Lenders all such owing to the extent reimbursable under Section 12.3Administrative Agent and the other Secured Parties on such date; and sixth, the balance, if any, after all of the Obligations have been paid in full, subject to any Applicable Intercreditor Agreement, to the Borrower or as otherwise required by Law; provided, however, that in no event shall payments by a Guarantor or proceeds of Collateral of a Guarantor be applied to Excluded Rate Contract Obligations of such Guarantor. (b) [Reserved]. (c) Any balance remaining after giving effect to the applications set forth in this Section 2.8 shall be delivered to Borrower or to whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out any of the applications set forth in this Section 2.8, (i) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category and (ii) each of the Persons entitled to receive a payment or cash collateral in any particular category shall receive an amount equal to its pro rata share of amounts available to be applied pursuant thereto for such category. (d) Administrative Agent is authorized (but not obligated) to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, costs (including, insurance premiums in accordance with Section 6.4(a)) and interest and principal, other than principal of the Revolving LoanLoan (and during the continuance of an Event of Default, other than the principal and any interest on the Term Loans or any Incremental Term Loans), then due and owing by such Borrowers Borrower under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail Borrower fails to promptly pay promptly any such amounts as and when due, even if the amount of such charges would exceed Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base due (after giving effect to any notice or cure periods), but not if such charges (provided, any such Overadvance shall be subject would cause the aggregate Advances to exceed the cure period with respect to fees as set forth in Section 9.1(a)(ii))Maximum Amount less Letter of Credit Obligations. At Agent’s option, and to the extent permitted by law, any Any charges so made shall shall, unless prohibited by applicable Law, constitute part of the Revolving Loan hereunderhereunder and may be made regardless of whether the conditions set forth in Section 3.2 are then satisfied, including the existence of any Default or Event of Default either before or after giving effect thereto. (ce) This Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its payment obligations under the Loan Documents in respect of Swap Obligations under any Hedge Agreement included in the Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.9 is subject 2.8(e) for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.8(e), or otherwise under any Loan Document, voidable under applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.8(e) shall remain in its entirety full force and effect until the guarantees in respect of Swap Obligations under each Hedge Agreement included in the Obligations have been discharged, or otherwise released or terminated in accordance with the terms of this Agreement and the other Loan Documents. Each Qualified ECP Guarantor intends that this Section 2.8(e) constitute, and this Section 2.8(e) shall be deemed to constitute, a “keepwell, support, or other agreement” for the provisions benefit of each other Loan Party for all purposes of Section 13.9 hereof1a(18)(A)(v)(II) of the Commodity Exchange Act.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of regularly proceeds of Accounts or Inventory received in the ordinary course of business shall be applied, in the case of receipt by or on behalf of any US Borrower, first, to the US Swing Line Loan and, second, to the US Revolving Loan, and, in the case of receipt by or on behalf of any Canadian Borrower, first to the Canadian Swing Line Advances and, second, to the Canadian Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments, ; (iiiii) voluntary prepayments shall be applied in accordance with as determined by Borrower, subject to the provisions of Section 2.3(a1.3(a), ; and (iiiiv) mandatory prepayments shall be applied as set forth in Section 2.3(cSections 1.3(b), (c), (d) and (f). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each US Lender as determined by its Pro Rata ShareShare thereof and held by each Canadian Lender as determined by its Pro Rata Share thereof. As to any other payment, and as to all payments made when an a Default or Event of or Default has occurred and is continuing or following the Commitment Termination Date, each Borrower Borrowers hereby irrevocably waives waive the right to direct the application of any and all payments received from or on behalf of Borrowers, and Borrowers hereby irrevocably agree that Agent shall have the continuing exclusive right to apply any and all such Borrower. All voluntary prepayments shall be applied as directed by Borrower Representative. In all circumstances after an Event payments in respect of Default, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts Obligations then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the Swing Line LoansLoan; (3) to principal payments on the Swing Line LoansLoan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Revolving Loan; (5) to principal payments on the other Loans (or cash collateral with respect to the Letter of Credit Obligations), ratably in proportion to the principal balance of such Loan and the Letter of Credit ObligationsRevolving Loan; (6) to provide cash collateral for Letter of Credit Obligations in the payment of the Bank Products Obligations then due and payable; manner described in Annex B and (7) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 12.311.3; provided, however, that in no event shall any such payments applicable to a Canadian Borrower or other Canadian Credit Party be applied to any US Obligations. (b) The Applicable Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as Borrowers under the case may be, applicable Facilities and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a5.4(a)) and interest and principal, other than principal of the Revolving LoanLoan under the applicable Facilities, owing by such Borrowers the applicable Borrower under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))time. At the Applicable Agent’s option, option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunderunder the applicable Facilities hereunder to which such charges relate. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments of regularly scheduled payments then due shall be applied to those scheduled payments, (ii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a), and (iii) mandatory prepayments shall be applied as set forth in Section 2.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments at any time or times hereafter received from or on behalf of Borrower, and Borrower irrevocably agrees that the Agent shall have the continuing exclusive right to apply any and all such Borrower. All voluntary prepayments shall be applied payments against the then due and payable Obligations as directed by Borrower Representativethe Agent may deem advisable. In all circumstances after an Event the absence of Defaulta specific determination by the Agent with respect thereto, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral same shall be applied to amounts then due and payable the Obligations in the following order: (1i) to then due and payable Fees and the Agent’s and Co-Collateral Agents’ expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documents's expenses; (2ii) to then due and payable interest on the Swing Line Loans; (3) to principal payments on the Swing Line Loans; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to on each Loan; (5iii) to Obligations other than Fees, the Agent's expenses and interest and principal payments; and (iv) then due and payable principal payments on the other Loans (or cash collateral with respect to the Letter of Credit Obligations), ratably in proportion to the aggregate, combined principal balance of thereof (and such Loan amount shall be applied, first, to any such Obligations then bearing interest at the Floating Rate then in effect and then to the Obligations then bearing interest at any Fixed Rate then in effect and the Letter of Credit Obligations; (6) payments to be applied to the payment of latter Obligations shall be applied to those having the Bank Products Obligations then due and payable; and (7) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 12.3. (b) shortest Interest Periods first). The Agent is authorized to, and at its sole election option and to the extent permitted by law, the Agent may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower make or Canadian Borrower, as the case may be, and cause to be paid made Revolving Credit Loans by the Lenders (according to their Pro Rata Shares) to Borrower for payment of all Fees, expenses, costs (includingCharges, insurance premiums in accordance with Section 6.4(a)) and interest and principalcosts, interest, or other than principal of the Revolving Loan, Obligations owing by such Borrowers Borrower under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail to pay promptly any such amounts Obligations are not paid as and when due, even if the amount of such charges would exceed Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii)). At Agent’s option, and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments of regularly scheduled payments then due shall be applied to those scheduled payments, (ii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a), and (iii) mandatory prepayments shall be applied as set forth in Section Sections 2.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower. All voluntary prepayments shall be applied as directed by Borrower Representative. In all circumstances after an Event of Default, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documents; (2) to interest on the Swing Line Loans; (3) to principal payments on the Swing Line Loans; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans (or cash collateral with respect to the Letter of Credit Obligations), ratably in proportion to the principal balance of such each Loan and the Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payable; and (7) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 12.3. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, costs (including, insurance premiums in accordance with Section 6.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers under this Agreement or any of the other Loan Documents, if and to the extent such Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii)). At Agent’s option, and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So As long as no Default or Event of Default has shall have occurred and is be continuing, (i) payments of regularly matching specific scheduled payments then due shall be applied to those scheduled payments, ; (ii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a), as determined by Borrower Representative; and (iii) mandatory prepayments shall be applied as set forth in Section 2.3(c2.10(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to each other payment, and as to all payments made when an Event of Default has shall have occurred and is be continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower. All voluntary prepayments , and each Borrower hereby irrevocably agrees that Administrative Agent shall be applied have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as directed Administrative Agent may deem advisable notwithstanding any previous entry by Borrower RepresentativeAdministrative Agent in the Loan Account or any other books and records. In all circumstances after an Event the absence of Defaulta specific determination by Requisite Lenders with respect thereto, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: : (1) to Fees and Administrative Agent’s 's and Co-Collateral Agents’ Lenders' expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the Swing Line Loans; (3) to principal payments on the Swing Line Loans; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (53) to principal payments on the other Loans (or and to provide cash collateral with respect to the for Letter of Credit Obligations)Obligations in the manner described in Annex I, ratably in proportion to the aggregate, combined principal balance of such Loan the Loans and the outstanding Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payable; and (74) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 12.32.21. (b) Administrative Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Facility A Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a8.7(a)) and interest and principal, other than principal of the Revolving Facility A Loan, owing by such Borrowers under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail to promptly pay promptly any such amounts as and when due, even if the amount of such charges would exceed Availability at such time or would cause the balance of the Revolving Loan and the Swing Line aggregate Facility A Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))Facility A Commitment. At Administrative Agent’s option, 's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Facility A Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of regularly proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; provided that payments shall first be applied to any Index Rate Loan and next to any LIBOR Loan, and upon satisfaction in full of all Obligations, to Borrowers or as otherwise required by law; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments, ; (iiiii) voluntary prepayments shall be applied in accordance with as determined by Borrower Representative, subject to the provisions of Section 2.3(a1.3(a), ; and (iiiiv) mandatory prepayments shall be applied as set forth in Section 2.3(cSections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to all In the absence of a specific determination by Agent with respect thereto, payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower. All voluntary prepayments shall be applied as directed by Borrower Representative. In all circumstances after an Event of Default, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the Swing Line LoansLoan; (3) to principal payments on the Swing Line LoansLoan; (4) to interest then due and payable on the other Loans, ratably in proportion to the interest accrued as to each Revolving Loan; (5) to the principal payments on balance of the other Loans Revolving Loan; (or cash collateral with respect 6) to the any Letter of Credit Obligations), ratably Obligations to provide cash collateral therefor in proportion the manner set forth in Annex B; (7) to interest on the Term Loan; (8) to the principal balance of such Loan and the Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payableTerm Loan; and (79) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 12.311.3. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, Borrowers and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a5.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Excess Revolver Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))time. At Agent’s option, option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments of regularly scheduled payments then due shall be applied to those scheduled payments, (ii) voluntary prepayments shall be applied in accordance with as determined by Borrowers, subject to the provisions of Section 2.3(a1.3(a), ; and (iiiii) mandatory prepayments shall be applied as set forth in Section 2.3(c)1.3(c) or Section 1.3(b)(iv) as applicable. All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower. All voluntary prepayments , and each Borrower hereby irrevocably agrees that Agent shall be applied as directed by Borrower Representative. In apply any and all circumstances after an Event of Default, subject to the ABL Intercreditor Agreement, all such payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the Swing Line Loans; (3) to principal payments on the Swing Line Loans; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (53) to principal payments on the other Loans (or and any Obligations under any Secured Rate Contract and to provide cash collateral with respect to the for Letter of Credit Obligations)Obligations in the manner described in Annex B, ratably in proportion to the aggregate, combined principal balance of such Loan the Loans, Obligations under any Secured Rate Contract and the outstanding Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payable; and (74) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 12.311.3. (b) At any time an Event of Default under Section 8.1(a) has occurred and is continuing for at least ten (10) Business Days, Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a5.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail to pay promptly any such amounts as and when due, even if it being understood that in the amount of such event Agent charges would exceed Availability at such time or would cause the balance of the Revolving Loan and balance for any unpaid amount, the Swing Line Loan Event of Default then in existence under Section 8.1(a) solely as a result of Borrowers’ failure to exceed the Borrowing Base after giving effect to pay such charges (provided, any such Overadvance amount shall be subject cured by such charge to the cure period with respect to fees as set forth in Section 9.1(a)(ii))Borrowers’ Revolving Loan balance. At Agent’s option, option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of regularly proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments, ; (iiiii) voluntary prepayments shall be applied in accordance with as determined by Borrower Representative, subject to the provisions of Section 2.3(a1.3(a), ; and (iiiiv) mandatory prepayments shall be applied as set forth in Section 2.3(c1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an a Default or Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower. All voluntary prepayments shall be applied as directed by Borrower Representative. In all circumstances after an Event of Default, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: and (1) to Fees and Agent’s and Co-Collateral Agents’ 's expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the Swing Line LoansLoan; (3) to principal payments on the Swing Line LoansLoan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans (or and to provide cash collateral with respect to the for Letter of Credit Obligations)Obligations in the manner described in Annex B, ratably in proportion to the aggregate, combined principal balance of such Loan the other Loans and the outstanding Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payable; and (7) to all other Obligations other than Hedging Obligations, including expenses of Lenders to the extent reimbursable under Section 12.311.3; and (7) to Hedging Obligations. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a5.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to any Borrower to exceed the such Borrower's separate Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))charges. At Agent’s option, 's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments received in the ordinary course of regularly business and not subject to CLAUSES (ii), (iii) AND (iv) below shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments, ; (iiiii) voluntary prepayments shall be applied in accordance with as determined by Borrower, subject to the provisions of Section 2.3(aSECTION 1.3(a), ; and (iiiiv) mandatory prepayments shall be applied as set forth in Section 2.3(cSECTIONS 1.3(c) AND 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such Borrower. All voluntary prepayments shall be applied payments against the Obligations as directed Agent may deem advisable notwithstanding any previous entry by Borrower RepresentativeAgent in the Loan Account or any other books and records. In all circumstances after the absence of a specific determination by Agent with respect thereto, payments made when an Event of Default, subject to Default has occurred and is continuing or following the ABL Intercreditor Agreement, all payments and proceeds of Collateral Commitment Termination Date shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ 's expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the Swing Line LoansLoan; (3) to principal payments on the Swing Line LoansLoan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans (or and to provide cash collateral with respect to the for Letter of Credit Obligations)Obligations in the manner described in ANNEX B, ratably in proportion to the aggregate, combined principal balance of such Loan the other Loans and the outstanding Letter of Credit Obligations; and (6) to the payment of the Bank Products Obligations then due and payable; and (7) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 12.3SECTION 11.3. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expensesCharges, costs reimbursable expenses (including, including insurance premiums in accordance with Section 6.4(aSECTION 5.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers Borrower under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail Borrower fails to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))time. At Agent’s option, 's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has shall have occurred and is be continuing, (i) payments of regularly matching specific scheduled payments then due shall be applied to those scheduled payments, ; (ii) voluntary prepayments shall be applied in accordance with as determined by Borrower, subject to the provisions of Section 2.3(a), ; and (iii) mandatory prepayments shall be applied as set forth in Section 2.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share2.3. As to each other payment, and as to all payments made when an a Default or Event of Default has shall have occurred and is be continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Administrative Agent shall have the continuing exclusive right to apply any and all such Borrower. All voluntary prepayments shall be applied payments against the Obligations as directed Administrative Agent may deem advisable notwithstanding any previous entry by Borrower RepresentativeAdministrative Agent in the Loan Account or any other books and records. In all circumstances after an Event the absence of Defaulta specific determination by Administrative Agent with respect thereto, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Administrative Agent’s and Co-Collateral Agents’ expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the Swing Line LoansRevolving Loan; (3) to principal payments on outstanding under the Swing Line Loans; Revolving Loan, and (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans (or cash collateral with respect to the Letter of Credit Obligations), ratably in proportion to the principal balance of such Loan and the Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payable; and (7) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 12.3. (b) Administrative Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers Borrower under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail Borrower fails to promptly pay promptly any such amounts as and when due, even if the amount of such charges would cause the balance of the aggregate Revolving Credit Advances to exceed Borrowing Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan of Borrower to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))Base. At Administrative Agent’s option, option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments of regularly scheduled payments then due shall be applied to those scheduled payments, (ii) voluntary prepayments shall be applied in accordance with as determined by Borrower Representative, subject to the provisions of Section 2.3(a1.2(a), ; and (iiiii) mandatory prepayments shall be applied as set forth in Section 2.3(cSections 1.2(c) and 1.2(d). All payments and prepayments applied to a particular Loan the Loans shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to all In the absence of a specific determination by Agent with respect thereto, payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower. All voluntary prepayments shall be applied as directed by Borrower Representative. In all circumstances after an Event of Default, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest then due and payable on the Swing Line Loans; (3) to principal payments on the Swing Line Loans; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans (or cash collateral with respect to the Letter of Credit Obligations), ratably in proportion to the principal balance of such Loan and the Letter of Credit Obligations; (6) to Loans until the payment of the Bank Products Obligations then due and payablesame has been paid in full; and (74) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 12.311.3. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, Borrowers and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a5.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Availability the Maximum Amount at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))time. At Agent’s option, option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan Loans hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments of regularly matching specific scheduled payments then due shall be applied to those scheduled payments, ; (ii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a1.3(a), ; and (iii) mandatory prepayments shall be applied as set forth in Section 2.3(c1.3(d) or 1.3(e), as applicable. All payments and prepayments applied to a particular the Revolving Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to (x) any other payment, (y) all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination DateDate and (z) all proceeds of Collateral, each Borrower hereby irrevocably waives the right to direct the application of any and all such payments received from or on behalf of such Borrower. All voluntary prepayments shall be applied as directed by Borrower Representative. In and proceeds of Collateral, and all circumstances after an Event of Default, subject to the ABL Intercreditor Agreement, all such payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order, subject to the terms of the Collateral Documents: (1) to Fees and Agent’s and Co-Collateral Agents’ reimbursable expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentsof Agent hereunder; (2) to interest on the Swing Line LoansLoan; (3) to principal payments on the Swing Line LoansLoan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Revolving Loan; (5) to principal payments on the other Loans (or Revolving Loan and to provide cash collateral with respect to the for Letter of Credit Obligations), ratably Obligations in proportion to the principal balance of such Loan and the Letter of Credit Obligationsmanner described in Annex B; (6) to the payment of the Bank Products Obligations then due and payable; and (7) to all other ObligationsObligations owing by the Credit Parties, including expenses of Lenders to the extent reimbursable under Section 12.311.3; and (7) to amounts owing in respect of Bank Product and Hedging Obligations; provided, that any payment by a Foreign Credit Party shall be applied only to the Secured Obligations of the Foreign Credit Parties according to the preceding order of priority. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a5.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail to pay promptly any such amounts as and when due, even if the Dollar Equivalent of the amount of such charges would exceed the applicable Borrowing Availability at such time or would time; provided, such action shall not cause the balance Dollar Equivalent of the aggregate Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))Maximum Amount. At Agent’s option, option and to the extent permitted by law, any charges so made shall constitute a Revolving Credit Advance made in the applicable currency and part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety Notwithstanding any contrary provision herein, if, at the time of the receipt of any prepayment or payment on the Obligations, (i) any Non-Foreign Currency Lender shall have failed to make available to the provisions Fronting Lender any amount required pursuant to Section 9.9(e)(i) upon demand therefor by the Fronting Lender and (ii) the Borrowers shall have failed to repay, pursuant to Section 9.9(e)(iv), the outstanding principal amount of Section 13.9 hereofthe portion of the Revolving Loan or Letter of Credit Obligation then outstanding to the Fronting Lender in which such Non-Foreign Currency Lender was required to purchase a participation interest, then such prepayment or payment shall be applied first to the portion of the Revolving Loan or Letter of Credit Obligations then outstanding to the Fronting Lender in which such Non-Foreign Currency Lender was required to purchase such participation interest, until the same (together with any interest due and payable thereon) shall have been paid in full.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of regularly proceeds of Accounts received in the ordinary course of business shall be applied to the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments, ; (iiiii) voluntary prepayments shall be applied in accordance with as determined by Borrower Representative, subject to the provisions of Section 2.3(a1.3(a), ; and (iiiiv) mandatory prepayments shall be applied as set forth in Section 2.3(cSections 1.3(b) and 1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an a Default or Event of or Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower. All voluntary prepayments , and each Borrower hereby irrevocably agrees that Agent shall be applied have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as directed Agent may deem advisable notwithstanding any previous entry by Borrower RepresentativeAgent in the Loan Account or any other books and records. In all circumstances after an Event the absence of Defaulta specific determination by Agent with respect thereto, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the Swing Line Loans; (3) to principal payments on the Swing Line Loans; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (53) to principal payments on the other Loans (or and to provide cash collateral with respect to the for Letter of Credit Obligations)Obligations in the manner described in Annex B, ratably in proportion to the aggregate, combined principal balance of such Loan the other Loans and the outstanding Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payable; and (74) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 12.311.3. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a5.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Revolving Loan Borrowing Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))time. At Agent’s option, option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no -------------------------------------- Default or Event of Default has shall have occurred and is be continuing, (i) payments of regularly scheduled payments then due shall be applied to those scheduled payments, (ii) voluntary prepayments shall be applied in accordance with as determined by Borrower Representative, subject to the provisions of Section 2.3(a1.3(a), ; and (iiiii) mandatory prepayments shall be -------------- applied as set forth in Section 2.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share1.3. As to each other payment, and as to all ----------- payments made when an a Default or Event of Default has shall have occurred and is be continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower. All voluntary prepayments shall be applied as directed by Borrower Representative. In all circumstances after an Event of Default, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: the (1) to Fees and Agent’s and Co-Collateral Agents’ 's expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the Swing Line LoansLoan; (3) to principal payments on the Swing Line LoansLoan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans (or and to provide cash collateral with respect to the for Letter of Credit Obligations)Obligations in the manner described in Annex B, ratably in proportion to the aggregate, combined principal ------- balance of such Loan the other Loans and the outstanding Letter of Credit Obligations; and (6) to the payment of the Bank Products Obligations then due and payable; and (7) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 12.3.11.3. ------------ (b) Administrative Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a5.4(a)) and interest and principal, other --------------- than principal of the Revolving Loan, owing by such Borrowers under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail to promptly pay promptly any such amounts as and when due, even if the amount of such charges would cause the balance of the aggregate Revolving Credit Advances and the Swing Line Loan to exceed Borrowing Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan of any Borrower less 65% of Eligible Trade L/C ---- Obligations of such Borrower to exceed the such Borrower's separate Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))Base. At Administrative Agent’s option, 's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments of regularly scheduled payments then due shall be applied to those scheduled payments, (ii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a), and (iii) mandatory prepayments shall be applied as set forth in Section 2.3(cSections 2.3(d). All payments and prepayments applied to a the Loansa particular Loan shall be applied on a pro rata basis between the Facility and the Term B-1 Facility based on the aggregate principal amount of Loans outstanding thereunder at such time and shall be further applied ratably within the Facility and the Term B-1 Facilityratably to the portion thereof held by each Lender as determined by its Pro Rata ShareShare of the Facility or Term B-1 Facility, as applicable. As to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Datecontinuing, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrowera Credit Party. All voluntary prepayments shall be applied as directed by Borrower RepresentativeBorrower; provided, that all such voluntary prepayment shall be applied on a pro rata basis between the Facility and the Term B-1 Facility based on the aggregate principal amount of Loans outstanding thereunder at such time. In all circumstances after an Event of Default, subject to the ABL Intercreditor Agreement, all payments and all proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the Swing Line Loans; (3) to principal payments on the Swing Line Loans; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans (or cash collateral with respect to the Letter of Credit Obligations), ratably in proportion to the principal balance of such Loan and the Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payable; and (73) to all other ObligationsObligations hereunder on a ratable basis, including expenses of Lenders to the extent reimbursable under Section 12.3. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, costs (including, insurance premiums in accordance with Section 6.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers under this Agreement or any of the other Loan Documents, if and to the extent such Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii)). At Agent’s option, and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of regularly proceeds of Accounts (other than Export-Related Accounts) received in the ordinary course of business shall be applied, first, to the Permitted Overadvance, second, to the Swing Line Loan, third, the Revolving Loan; and fourth, to the Export-Related Advances, (ii) payments consisting of proceeds of Export-Related Accounts received in the ordinary course of business shall be applied, first, to the Export-Related Advances, second, to the Permitted Overadvance, third, to the Swing Line Loan, fourth, the Revolving Loan; (iii) payments matching specific scheduled payments then due shall be applied to those scheduled payments, ; (iiiv) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a1.3(a), ; and (iiiv) mandatory prepayments shall be applied as set forth in Section 2.3(cSections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. Any other payment shall be applied as directed by the Borrower Representative. As to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower. All voluntary prepayments , and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records; provided, that (i) Agent shall apply payments first to amounts that are then due and payable and (ii) to the extent any payment received by Agent following an Event of Default is applied (x) to interest on the Loans (other than the Swing Line Loan), a pro rata portion of such payment shall be applied as directed by Borrower Representativeto interest on Swap Related Reimbursement Obligations based upon the aggregate unpaid amounts owing to each holder thereof, and (y) to principal on the Loans (other than the Swing Line Loan), a pro rata portion of such payment shall be applied to unpaid Swap Related Reimbursement Obligations based upon the aggregate unpaid amounts owing to each holder thereof. In all circumstances circumstances, after an Event acceleration or maturity of Default, subject to the ABL Intercreditor AgreementObligations, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to reimburse the L/C Issuer for all unreimbursed draws or payments made by it under Letters of Credit, (2) to Fees and Agent’s and Co-Collateral Agents’ expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (23) to interest on the Swing Line LoansLoan; (34) to principal payments on the Swing Line LoansLoan; (45) to interest on the other LoansLoans and unpaid Swap Related Reimbursement Obligations, ratably in proportion to the interest accrued as to each LoanLoan and unpaid Swap Related Reimbursement Obligation, as applicable; (56) to principal payments on the other Loans (or and unpaid Swap Related Reimbursement Obligations and to provide cash collateral with respect to the for contingent Letter of Credit Obligations)Obligations in the manner described in Annex B, ratably in proportion to the aggregate, combined principal balance of such Loan the other Loans, unpaid Swap Related Reimbursement Obligations and the outstanding Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payable; and (7) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 12.3. 11.3; and (b) Agent is authorized to, and at its sole election may, upon prior notice 8) any remainder shall be remitted to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, costs (including, insurance premiums in accordance with Section 6.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers under this Agreement or any of the other Loan Documents, if and to the extent such Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii)). At Agent’s option, and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunderPerson legally entitled thereto. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments of regularly scheduled payments then due shall be applied to those scheduled payments, (ii) voluntary prepayments shall be applied in accordance with as determined by Borrowers, subject to the provisions of Section 2.3(a1.3(a), ; and (iiiii) mandatory prepayments shall be applied as set forth in Section 2.3(c1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower. All voluntary prepayments , and each Borrower hereby irrevocably agrees that Agent shall be applied have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as directed Agent may deem advisable notwithstanding any previous entry by Borrower RepresentativeAgent in the Loan Account or any other books and records. In all circumstances after an Event the absence of Defaulta specific determination by Agent with respect thereto, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ 's expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the Swing Line Loans; (3) to principal payments on the Swing Line Loans; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (53) to principal payments on the other Loans (or and to provide cash collateral with respect to the for Letter of Credit Obligations)Obligations in the manner described in Annex B, ratably in proportion to the aggregate, combined principal balance of such Loan the other Loans and the outstanding Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payable; and (74) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 12.311.3. (b) At any time an Event of Default under Section 8.1(a) has occurred and is continuing for at least ten (10) Business Days, Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a5.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail to pay promptly any such amounts as and when due, even if it being understood that in the amount of such event Agent charges would exceed Availability at such time or would cause the balance of the Revolving Loan and balance for any unpaid amount, the Swing Line Loan Event of Default then in existence under Section 8.1(a) solely as a result of Borrowers' failure to exceed the Borrowing Base after giving effect to pay such charges (provided, any such Overadvance amount shall be subject cured by such charge to the cure period with respect to fees as set forth in Section 9.1(a)(ii))Borrowers' Revolving Loan balance. At Agent’s option, 's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Default, which is not reasonably capable of being cured, or Event of Default has occurred and is continuing, (i) payments consisting of regularly scheduled payments then due proceeds of Accounts received in the ordinary course of business shall be applied to those scheduled payments, the Revolving Loan; (ii) voluntary prepayments shall be applied in accordance with as determined by Borrower Representative, subject to the applicable provisions of Section 2.3(a1.2(a), ; and (iii) mandatory prepayments shall be applied as set forth in Section 2.3(c1.2(b). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As Subject to this Section 1.8, as to any other payment, and as to all payments made when an a Default, which is not reasonably capable of being cured, or Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Administrative Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Administrative Agent may deem advisable notwithstanding any previous entry by Administrative Agent in the Loan Account or any other books and records. All voluntary prepayments shall be applied as directed Subject to this Section 1.8, in the absence of a specific determination by Borrower Representative. In all circumstances after an Event of DefaultAdministrative Agent with respect thereto, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ ' expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the Swing Line Loans; (3) to principal payments on the Swing Line Loans; (4) to interest on the other LoansRevolving Loan, ratably in proportion to the interest accrued as to each Revolving Loan; (53) to principal payments on the other Loans (or cash collateral with respect to the Letter of Credit Obligations), ratably in proportion to the principal balance of such Loan and the Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payableRevolving Loan; and (74) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 12.311.3. (b) Administrative Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a5.4(a)) and interest and principal, other than principal of the Revolving Loaninterest, owing by such Borrowers under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))charges. At Administrative Agent’s option, 's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments of regularly scheduled payments then due shall be applied to those scheduled payments, (ii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a), and (iii) mandatory prepayments shall be applied as set forth in Section Sections 2.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower. All voluntary prepayments shall be applied as directed by Borrower Representative. In all circumstances after an Event of Default, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documents; (2) to interest on the Swing Line Loans; (3) to principal payments on the Swing Line Loans; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans (or cash collateral with respect to the Letter of Credit Obligations), ratably in proportion to the principal balance of such each Loan and the Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payable; and (7) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 12.3. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, costs (including, insurance premiums in accordance with Section 6.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers under this Agreement or any of the other Loan Documents, if and to the extent such Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii)). At Agent’s option, and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of regularly proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments, ; (iiiii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a1.3(a), ; and (iiiiv) mandatory prepayments shall be applied as set forth in Section 2.3(c1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other unscheduled payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower. All voluntary prepayments , and each Borrower hereby irrevocably agrees that Agent shall be applied have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as directed Agent may deem advisable notwithstanding any previous entry by Borrower RepresentativeAgent in the Loan Account or any other books and records. In all circumstances after an Event the absence of Defaulta specific determination by Agent with respect thereto, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documents; (2) to interest on the Swing Line Loans; (3) to principal payments on the Swing Line Loans; (4) to interest on the other Loans, ratably order set forth in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans (or cash collateral with respect to the Letter of Credit ObligationsSection 1.3(c), ratably in proportion to the principal balance of such Loan and the Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payable; and (7) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 12.3. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a5.4(a)) and interest and principal, other than principal of the Revolving Loaninterest, owing by such Borrowers under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii)). At Agent’s option, option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of regularly proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swingline Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments, ; (iiiii) voluntary prepayments shall be applied in accordance with as determined by the Borrower Representative, subject to the provisions of Section 2.3(a), 2.9; and (iiiiv) mandatory prepayments shall be applied as set forth in Section 2.3(c)2.10. All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata ShareApplicable Percentage. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Datecontinuing, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower. All voluntary prepayments , and each Borrower hereby irrevocably agrees that the Administrative Agent shall be applied have the continuing exclusive right to apply any and all such payments against the Obligations of the Borrowers as directed Administrative Agent may deem advisable notwithstanding any previous entry by Borrower Representativethe Administrative Agent in the Loan Account or any other books and records. In all circumstances after an Event the absence of Defaulta specific determination by the Administrative Agent with respect thereto, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) first, to Fees and the Administrative Agent’s and Co-Collateral Agents’ expenses reimbursable hereunder and to all obligations owing to Agenthereunder; second, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documents; (2) to interest on the Swing Line LoansSwingline Loan; (3) third, to principal payments on the Swing Line LoansSwingline Loan; (4) fourth, to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) fifth, to principal payments on the other Loans (or and to provide cash collateral with respect to the for Letter of Credit Obligations)Obligations in the manner described in Section 2.18, ratably in proportion to the aggregate, combined principal balance of such Loan the other Loans and the outstanding Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payable; and (7) sixth, to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 12.39.4; and seventh, the remaining balance thereof, if any, shall be returned to the Borrower Representative, except in the case where the maturity date of the Obligations have been accelerated pursuant to Article VII or deemed accelerated pursuant to paragraphs (g) or (h) of Article VII and any Obligations remain outstanding. Each prepayment of Revolving Loans (to the extent the commitments are reduced or terminated in connection therewith) and any prepayment of the Term Loan after acceleration of the maturity date thereof applied pursuant to this Section 2.14(a), in each case shall be accompanied by the corresponding prepayment fee pursuant to Section 2.5(d) determined with respect to the amount so prepaid. (b) The Administrative Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. the Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, charges, costs (including, including insurance premiums in accordance with Section 6.4(a5.2(e)) and interest and principal, other than principal of the Revolving Loan, owing by such the Borrowers under this Agreement or any of the other Loan Documents, Documents if and to the extent such the Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii)). At the Administrative Agent’s option, option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan Loans hereunder. (c) This Except as required under Section 2.9 is 2.12 and subject to Section 2.10 and except as otherwise expressly provided in this Agreement, each Borrowing, each payment or prepayment of principal of any Borrowing, each payment of interest on the Loans and Letter of Credit Obligations, each payment of the Commitment Fees or Letter of Credit Participation Fees, each reduction of the Revolving Credit Commitments and each refinancing of any Borrowing with, conversion of any Borrowing to or continuation of any Borrowing as a Borrowing of any Type shall be allocated (except in the case of Swingline Loans) pro rata among the Lenders in accordance with their respective applicable Commitments (or, if such Commitments shall have expired or been terminated, in accordance with the respective principal amounts of their applicable outstanding Loans or participations in Letter of Credit Obligations, as applicable). Each Lender agrees that in computing such Lender’s portion of any Borrowing of Loans or participations in Letter of Credit Obligations, the Administrative Agent may, in its entirety discretion, round each Lender’s percentage of such Borrowing of Loans or participations in Letter of Credit Obligations, computed to the provisions of Section 13.9 hereofnext higher or lower whole dollar amount.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments of regularly matching specific scheduled payments then due shall be applied to those scheduled payments, ; (ii) voluntary prepayments shall be applied in accordance with as determined by Borrower, subject to the provisions of Section 2.3(a1.3(a), ; and (iii) mandatory prepayments shall be applied as set forth in Section 2.3(cSections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an a Default or Event of or Default has occurred and is continuing or following the Commitment Termination Term Loan B Maturity Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such Borrower. All voluntary prepayments shall be applied payments against the Obligations as directed Agent may deem advisable notwithstanding any previous entry by Borrower RepresentativeAgent in the Loan Account or any other books and records. In all circumstances after an Event the absence of Defaulta specific determination by Agent with respect thereto, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the Swing Line Loans; (3) to principal payments on the Swing Line Loans; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (53) to principal payments on the other Loans (or cash collateral with respect Loans, ratably to the Letter of Credit Obligations)aggregate, ratably in proportion to the combined principal balance of such Loan and the Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payableLoans; and (74) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 12.311.3. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, costs (including, insurance premiums in accordance with Section 6.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers under this Agreement or any of the other Loan Documents, if and to the extent such Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii)). At Agent’s option, and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has shall have occurred and is be continuing, (i) payments consisting of regularly scheduled payments then due proceeds of Accounts received in the ordinary course of business shall be applied to those scheduled payments, (ii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a), Swing Line Loan and the Revolving Loan and (iiiiv) mandatory prepayments shall be applied as set forth in Section 2.3(c). All payments SECTIONS 1.3(c) and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each 1.3 (d) Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such Borrower. All voluntary prepayments shall be applied payments against the Obligations as directed Agent may deem advisable notwithstanding any previous entry by Borrower RepresentativeAgent in the Loan Account or any other books and records. In all circumstances after an Event the absence of Defaulta specific determination by Agent with respect thereto, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: : (1) to Fees and Agent’s and Co-Collateral Agents’ 's expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the Swing Line LoansLoan; (3) to principal payments on the Swing Line LoansLoan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Revolving Loan; (5) to principal payments on the other Loans (or Revolving Loan and to provide cash collateral with respect to the for Letter of Credit Obligations)Obligations in the manner described in ANNEX B, ratably in proportion to the aggregate, combined principal balance of such Loan the other Loans and the outstanding Letter of Credit Obligations; and (6) to the payment of the Bank Products Obligations then due and payable; and (7) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 12.3SECTION 11.3. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(aSECTION 5.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers Borrower under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail Borrower fails to promptly pay promptly any such amounts as and when due, even if the amount of such charges would exceed Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))Availability. At Agent’s option, 's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments of regularly matching specific scheduled payments then due shall be applied to those scheduled payments, ; (ii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a1.3(a), ; and (iii) mandatory prepayments shall be applied as set forth in Section 2.3(c1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its applicable Pro Rata Share, except as otherwise provided in Section 1.3(a) and Section 1.3(b) if a Term Lender declines a partial prepayment of the Term Loan or if a partial prepayment is made pursuant to Section 1.3(b)(vii). As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower. All voluntary prepayments shall be applied as directed by Borrower Representative. In all circumstances after an Event of Default, subject to the ABL Intercreditor and unless expressly stated otherwise in this Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ 's expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the Swing Line Loans; (3) Loans and unpaid Hedging Obligations of Borrower pursuant to principal payments on the Swing Line Loans; (4) an interest rate protection agreement entered into with a Secured Swap Provider in accordance and solely to interest on the other Loanscomply with Section 5.10, ratably in proportion to the interest accrued as to each LoanLoan and unpaid Hedging Obligations of Borrower pursuant to an interest rate protection agreement entered into with a Secured Swap Provider in accordance and solely to comply with Section 5.10, as applicable; (53) to principal payments on the other Loans (or cash collateral and unpaid Hedging Obligations of Borrower pursuant to an interest rate protection agreement entered into with respect a Secured Swap Provider in accordance and solely to the Letter of Credit Obligations)comply with Section 5.10, ratably in proportion to the outstanding principal balance of such each Loan and the Letter Hedging Obligations of Credit Obligations; (6) Borrower pursuant to the payment of the Bank Products Obligations then due an interest rate protection agreement entered into with a Secured Swap Provider in accordance and payablesolely to comply with Section 5.10, as applicable; and (74) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 12.311.3. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a5.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers Borrower under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail Borrower fails to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))time. At Agent’s option, 's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments of regularly matching specific scheduled payments then due shall be applied to those scheduled payments, ; (ii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a1.3(a), ; and (iii) mandatory prepayments shall be applied as set forth in Section 2.3(cSections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Facility Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such Borrower. All voluntary prepayments shall be applied payments against the Obligations as directed Agent may deem advisable notwithstanding any previous entry by Borrower RepresentativeAgent in the Loan Account or any other books and records. In all circumstances circumstances, after an Event acceleration or maturity of Default, subject to the ABL Intercreditor AgreementObligations, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any reimburse the L/C Issuer for all unreimbursed draws or any other Lender payments made by any Non-Funding Lender it under the Loan DocumentsLetters of Credit; (2) to interest on the Swing Line LoansFees and Agent’s expenses reimbursable hereunder; (3) to principal payments on the Swing Line Loans; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (54) to principal payments on the other Loans (or and to provide cash collateral with respect to the for contingent Letter of Credit Obligations)Obligations in the manner described in Annex B, ratably in proportion to the aggregate, combined principal balance of such Loan the other Loans combined principal balance of the other Loans and the outstanding Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payable; and (75) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 12.311.3. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, costs (including, insurance premiums in accordance with Section 6.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers under this Agreement or any of the other Loan Documents, if and to the extent such Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii)). At Agent’s option, and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments received in the ordinary course of regularly business and not subject to clauses (ii), (iii) and (iv) below shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loans; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments, ; (iiiii) voluntary prepayments shall be applied in accordance with as determined by Borrower, subject to the provisions of Section 2.3(a1.3(a), ; and (iiiiv) mandatory prepayments shall be applied as set forth in Section 2.3(cSections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such Borrower. All voluntary prepayments shall be applied payments against the Obligations as directed Agent may deem advisable notwithstanding any previous entry by Borrower RepresentativeAgent in the Loan Account or any other books and records. In all circumstances after the absence of a specific determination by Agent with respect thereto, payments made when an Event of Default, subject to Default has occurred and is continuing or following the ABL Intercreditor Agreement, all payments and proceeds of Collateral Commitment Termination Date shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the Swing Line LoansLoan; (3) to principal payments on the Swing Line LoansLoan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans (or and to provide cash collateral with respect to the for Letter of Credit Obligations)Obligations in the manner described in Annex B, ratably in proportion to the aggregate, combined principal balance of such Loan the other Loans and the outstanding Letter of Credit Obligations; and (6) to the payment of the Bank Products Obligations then due and payable; and (7) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 12.311.3; provided, that, as to items (2) through (5) above, (x) payments funded from the assets or operations of Borrower and its Subsidiaries (excluding the RBC Swiss Group Members) shall be applied first to interest and principal of the Loans other than the interest and principal of the Schaublin Revolving Loan and to cash collateralize the Letter of Credit Obligations and then to interest and principal of the Schaublin Revolving Loan (which application shall corresponding reduce each of the Schaublin Intercompany Loans) and (y) payments funded from the assets or operations of the RBC Swiss Group Members shall be applied first to interest and principal of the Schaublin Revolving Loan (which application shall corresponding reduce each of the Schaublin Intercompany Loans) and then, subject to applicable laws, to interest and principal of the other Loans and to cash collateralize the Letter of Credit Obligations. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the U.S. Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expensesCharges, costs reimbursable expenses (including, including insurance premiums in accordance with Section 6.4(a5.4(a)) and interest and principal, other than principal of the Revolving LoanLoans, owing by such Borrowers Borrower under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail Borrower fails to pay promptly any such amounts as and when due, even if the amount of such charges would exceed U.S. Borrowing Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))time. At Agent’s option, option and to the extent permitted by law, any charges so made shall constitute part of the U.S. Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments of regularly matching specific scheduled payments then due shall be applied to those scheduled payments, ; (ii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a1.3(a), ; and (iii) mandatory prepayments shall be applied as set forth in Section 2.3(c1.3(d) or 1.3(e), as applicable. All payments and prepayments applied to a particular the Revolving Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower. All voluntary prepayments , and each Borrower hereby irrevocably agrees that Agent shall be applied have the continuing exclusive right to apply any and all such payments against the Secured Obligations as directed by Borrower Representative. In all circumstances after an Event of DefaultAgent may deem advisable, subject to the ABL Intercreditor Agreementterms of the Collateral Documents, all notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: , subject to the terms of the Collateral Documents: (1) to Fees and Agent’s and Co-Collateral Agents’ 's expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the Swing Line LoansLoan; (3) to principal payments on the Swing Line LoansLoan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Revolving Loan; (5) to principal payments on the other Loans (or Revolving Loan and to provide cash collateral with respect to the for Letter of Credit Obligations), ratably Obligations in proportion to the principal balance of such Loan and the Letter of Credit Obligationsmanner described in Annex B; (6) to the payment of the Bank Products Obligations then due and payable; and (7) to all other ObligationsObligations owing by the Credit Parties, including expenses of Lenders to the extent reimbursable under Section 12.311.3; and (7) to amounts owing in respect of Bank Product and Hedging Obligations; provided, that any payment by a U.K. Credit Party shall be applied only to the Secured Obligations of the U.K. Credit Parties according to the preceding order of priority. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a5.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail to pay promptly any such amounts as and when due, even if the Dollar Equivalent of the amount of such charges would exceed the applicable Borrowing Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))time. At Agent’s option, 's option and to the extent permitted by law, any charges so made shall constitute a Revolving Credit Advance made in the applicable currency and part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of regularly proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments, ; (iiiii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a1.3(a), ; and (iiiiv) mandatory prepayments shall be applied as set forth in Section 2.3(c1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other unscheduled payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower. All voluntary prepayments , and each Borrower hereby irrevocably agrees that Agent shall be applied have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as directed Agent may deem advisable notwithstanding any previous entry by Borrower RepresentativeAgent in the Loan Account or any other books and records. In all circumstances after an Event the absence of Defaulta specific determination by Agent with respect thereto, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documents; (2) to interest on the Swing Line Loans; (3) to principal payments on the Swing Line Loans; (4) to interest on the other Loans, ratably order set forth in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans (or cash collateral with respect to the Letter of Credit ObligationsSection 1.3(c), ratably in proportion to the principal balance of such Loan and the Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payable; and (7) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 12.3. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a5.4(a)) and interest and principal, other than principal of the Revolving Loaninterest, owing by such Borrowers under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii)). At Agent’s option, 's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has shall have occurred and is be continuing, (i) payments of regularly matching specific scheduled payments then due shall be applied to those scheduled payments, ; (ii) voluntary prepayments shall be applied in accordance with as determined by Borrower, subject to the provisions of Section 2.3(a1.04(d) --------------- and (g), ; and (iii) mandatory prepayments shall be applied as set forth in --- Section 2.3(c1.04(g). All payments As to each other payment, and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to all payments made when an a --------------- Default or Event of or Default has shall have occurred and is be continuing or following the Revolving Credit Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower. All voluntary prepayments shall be applied as directed by Borrower Representative. In all circumstances after an Event of Default, subject to the ABL Intercreditor Agreement, all payments and (including any proceeds of Collateral Collateral), and Borrower and each Lender hereby irrevocably agree that the Administrative Agent shall be applied have the continuing exclusive right to amounts then due apply any and payable all such payments against the Obligations in the following order: (1) First, to Fees the payment of any ----- "Administrative Agent's Fee" or other fees then due and Agent’s and Co-Collateral Agents’ expenses reimbursable hereunder and payable to all obligations owing to the Administrative Agent, any Co-Collateral Agentin its capacity as such, Swing Line Lenderunder the GE Capital Fee Letter; Second, any L/C Issuer to the payment of all expenses incurred by the Administrative Agent in ------ connection with the exercise, protection and enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Notes, the Subsidiary Guaranty, or any of the other Lender by any Non-Funding Lender under the Loan Documents; (2) Third, to the payment ----- of interest on the Swing Line Loans; (3) and Fees owed to principal payments on the Swing Line Loans; (4) to interest on the other Loanseach Lender, ratably among all of the Lenders in proportion to accordance with the aggregate amount of interest accrued as and Fees then owed to each Loanof them; (5) to principal payments on the other Loans (or cash collateral with respect to the Letter of Credit Obligations)Fourth, ratably in proportion to the principal balance of such Loan and the Letter of Credit Obligations; (6) to the payment of the Bank Products principal amount of the Notes and the Letter ------ of Credit Obligations then due and payable and for deposit to the Cash Collateral Account in accordance with Annex B with respect to Letter of Credit ------- Obligations not then due and payable, ratably among all of the Lenders in accordance with the aggregate amount of Loans and Letter of Credit Obligations then outstanding; Fifth, to the payment of all expenses then due and payable to ----- the Lenders under Section 11.03 hereof (other than expenses payable under item ------------- Second above), ratably among each of them in accordance with the aggregate amount of such amounts then owed to each of them; and (7) Sixth, to the payment of ----- all other ObligationsObligations of Borrower or any other Credit Party hereunder, including expenses any such Obligations of Lenders Borrower to the extent reimbursable any Indemnified Party entitled to indemnification under Section 12.31.14 hereof, ratably among all of the Indemnified ------------ Parties in accordance with the aggregate amount then owed to each of them. (b) The Administrative Agent is authorized to, and at its sole election option may, upon prior notice to Borrower Representative charge to the Revolving Credit Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a5.05)) and interest and , principal, interest, or other than principal of the Revolving Loan, owing Obligations then ------------ due and payable by such Borrowers Borrower under this Agreement or any of the other Loan Documents, if and to the extent such Borrowers fail that Borrower fails promptly to pay promptly any such amounts as and when due, even if the amount making of such charges would exceed Availability at such time or would cause Revolving Credit Advance causes the outstanding balance of the Revolving Loan and the Swing Line Credit Loan to exceed the Borrowing Base after giving effect to such charges Availability, in which case the terms of Sections 1.04(b) and (provided, any such Overadvance e) shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))apply. At Agent’s option, and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.---------------- ---

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments of regularly matching specific scheduled payments then due shall be applied to those scheduled payments, ; (ii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a2.2(a), ; and (iii) mandatory prepayments shall be applied as set forth in Section 2.3(cSections 2.2(b) and 2.2(c), as applicable. All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of any Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such Borrower. All voluntary prepayments shall be applied payments against the Obligations as directed Agent may deem advisable notwithstanding any previous entry by Borrower RepresentativeAgent in the Loan Account or any other books and records or anything in this Agreement to the contrary. In all circumstances after an Event the absence of Defaulta specific determination by Agent with respect thereto, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ any Lender’s expenses reimbursable hereunder and (including, without limitation, to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender the extent reimbursable under the Loan DocumentsSection 13.3); (2) to interest on the Swing Line Loansany outstanding Fees; (3) to principal payments interest on the Swing Line Base Rate Loans; (4) to interest on the other LIBOR Loans, ratably in proportion to the interest accrued as to each Loanorder of maturity; (5) to principal payments all then outstanding obligations under any interest rate cap, swap or collar agreements, or other agreements or arrangements secured by the Loan Documents designed to provide protection against fluctuations in interest rates permitted hereunder, to the extent the amount owed corresponds to interest on the other Loans (or cash collateral with respect to the Letter of Credit Obligations), ratably in proportion to the principal balance of such Loan and the Letter of Credit Obligationsnotional amount thereof; (6) to the payment principal amount of the Bank Products Obligations then due Loan and payableall other outstanding Obligations; and (7) to all other Obligationsoutstanding obligations under any interest rate cap, including expenses of Lenders swap or collar agreements, or other agreements or arrangements secured by the Loan Documents designed to the extent reimbursable under Section 12.3provide protection against fluctuations in interest rates permitted hereunder. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, Borrowers and cause to be paid all Fees, expenses, Taxes, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such the Borrowers under this Agreement or any of the other Loan Documents, Documents if and to the extent such the Borrowers fail to pay promptly any such amounts as and when due, after receipt of notice from Agent, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))time. At Agent’s option, option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Event of Default has shall have occurred and is be continuing, (i) payments consisting of regularly proceeds of Accounts received in the ordinary course of business shall be applied to the Swing Line Loan and the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments, ; (iiiii) voluntary prepayments shall be applied in accordance with as determined by Borrower, subject to the provisions of Section 2.3(a1.3(a), ; and (iiiiv) mandatory prepayments shall be applied as set forth in Section 2.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share1.3. As to each other payment, and as to all payments made when an Event of Default has shall have occurred and is be continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower. All voluntary prepayments shall be applied as directed by , and Borrower Representative. In all circumstances after an Event of Default, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: hereby irrevocably (1) to Fees and Agent’s and Co-Collateral Agents’ 's expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the Swing Line LoansLoan; (3) to principal payments on the Swing Line LoansLoan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans (or and to provide cash collateral with respect to the for Letter of Credit Obligations)Obligations and Litigation L/C Obligations in the manner described in Annex B and the Litigation L/C Agreement, ratably in proportion to the aggregate, combined principal balance of such Loan the other Loans and the outstanding Letter of Credit Obligations and Litigation L/C Obligations; and (6) to the payment of the Bank Products Obligations then due and payable; and (7) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 12.311.3. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a5.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers Borrower under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail Borrower fails to promptly pay promptly any such amounts as and when due, even if the amount of such charges would exceed Availability at such time or would cause the balance of the aggregate Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))Availability. At Agent’s option, 's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has shall have occurred and is be continuing, (i) payments consisting of regularly proceeds of Receivables received in the ordinary course of business shall be applied first, to the Swing Line Loan and second, to the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments, ; (iiiii) voluntary prepayments shall be applied in accordance with as determined by Borrower, subject to the provisions of Section 2.3(a1.3(a), ; and (iiiiv) mandatory prepayments shall be applied as -------------- set forth in Section 2.3(cSections 1.3(c) and 1.3(d). All payments and prepayments applied --------------- ------ to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to each other payment, and as to all payments made when an a Default or Event of or Default has shall have occurred and is be continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such Borrower. All voluntary prepayments shall be applied payments against the Obligations as directed Agent may deem advisable notwithstanding any previous entry by Borrower RepresentativeAgent in the Loan Account or any other books and records. In all circumstances after an Event the absence of Default, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: a specific determination by Agent with respect (1) to Fees and Agent’s and Co-Collateral Agents’ 's expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the Swing Line LoansLoan; (3) to principal payments on the Swing Line LoansLoan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans (or and to provide cash collateral with respect to the for Letter of Credit Obligations)Obligations in the manner described in Annex B, ratably in proportion to the aggregate, combined principal balance of such Loan the other Loans and the outstanding Letter of Credit Obligations; and (6) to the payment of the Bank Products Obligations then due and payable; and (7) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 12.3.11.3. ------------ (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a5.4(a)) and interest and principal, other than principal of the -------------- Revolving Loan, owing by such Borrowers Borrower under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail Borrower fails to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))Availability. At Agent’s option, 's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of regularly proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loans (with the Agent applying Accounts from US Credit Parties to US Swing Line Loans and Accounts from Cdn. Credit Parties to Cdn. Swing Line Loans) and, second, to the Revolving Loans (with the Agent applying Accounts from US Credit Parties to US Revolving Loans and Accounts from Cdn. Credit Parties to Cdn. Revolving Loans); (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments, ; (iiiii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a1.3(a), ; and (iiiiv) mandatory prepayments shall be applied as set forth in Section 2.3(cSections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower Borrowers hereby irrevocably waives waive the right to direct the application of any and all payments received from or on behalf of a Borrower, and Borrowers hereby irrevocably agree that Requisite Lenders shall have the continuing exclusive right to apply any and all such Borrower. All voluntary prepayments shall be applied payments against the Obligations as directed Requisite Lenders may deem advisable notwithstanding any previous entry by Borrower RepresentativeAgent in the Loan Account or any other books and records. In all circumstances the absence of a specific determination by Requisite Lenders with respect thereto and after an Event acceleration or maturity of Default, subject to the ABL Intercreditor AgreementObligations, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ 's expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan DocumentsFees reimbursable hereunder; (2) to interest on the Swing Line Loans; (3) to principal payments on the Swing Line Loans; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans (or and any Obligations under any Secured Rate Contract and to provide cash collateral with respect to the for contingent Letter of Credit Obligations)Obligations in the manner described in Annex B, ratably in proportion to the aggregate combined principal balance of such Loan the Loans, Obligations under any Secured Rate Contract and the outstanding Letter of Credit Obligations; and (6) to the payment of the Bank Products Obligations then due and payable; and (7) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 12.311.3. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the applicable Revolving Loan balance on behalf of each U.S. a Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a5.4(a)) and interest and principal, other than principal of the applicable Revolving Loan, owing by such Borrowers each Borrower under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail Borrower fails to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))time. At Agent’s option, 's option and to the extent permitted by law, any charges so made shall constitute part of the applicable Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has shall have occurred and is be continuing, (i) payments consisting of regularly proceeds of Accounts received in the ordinary course of business shall be applied to the Swing Line Loan and the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments, ; (iiiii) voluntary prepayments shall be applied in accordance with as determined by Borrower, subject to the provisions of Section 2.3(a2.2(a), ; and (iiiiv) mandatory prepayments shall be applied as set forth in Section 2.3(c2.2(c). All payments As to each other payment, and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to all payments made when an a Default or Event of Default has shall have occurred and is be continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Administrative Agent shall have the continuing exclusive right to apply any and all such Borrower. All voluntary prepayments shall be applied payments against the Obligations of Borrower as directed Administrative Agent may deem advisable notwithstanding any previous entry by Borrower RepresentativeAdministrative Agent in the Loan Account or any other books and records. In all circumstances after an Event the absence of Default, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: a (1) to Fees and Administrative Agent’s and Co-Collateral Agents’ 's expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the Swing Line LoansLoan; (3) to principal payments on the Swing Line LoansLoan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans (or cash collateral with respect ratably to the Letter of Credit Obligations)aggregate, ratably in proportion to the combined principal balance of such Loan the other Loans; and the Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payable; and (7) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 12.3. (b) Administrative Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers Borrower under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail Borrower fails to promptly pay promptly any such amounts as and when due, even if the amount of such charges would exceed Availability at such time or would cause the balance of the aggregate Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))Availability. At Administrative Agent’s option, 's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments of regularly scheduled payments then due shall be applied to those scheduled payments, (ii) voluntary prepayments shall be applied in accordance with as determined by Borrowers, subject to the provisions of Section 2.3(a1.3(a), ; and (iiiii) mandatory prepayments shall be applied as set forth in Section 2.3(c1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower. All voluntary prepayments , and each Borrower hereby irrevocably agrees that Agent shall be applied have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as directed Agent may deem advisable notwithstanding any previous entry by Borrower RepresentativeAgent in the Loan Account or any other books and records. In all circumstances after an Event the absence of Defaulta specific determination by Agent with respect thereto, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: : (1) to Fees and Agent’s and Co-Collateral Agents’ 's expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the Swing Line Loans; (3) to principal payments on the Swing Line Loans; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (53) to principal payments on the other Loans (or and to provide cash collateral with respect to the for Letter of Credit Obligations)Obligations in the manner described in Annex B, ratably in proportion to the aggregate, combined principal balance of such Loan the other Loans and the outstanding Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payable; and (74) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 12.311.3. (b) At any time an Event of Default under Section 8.1(a) has occurred and is continuing, Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a5.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail to pay promptly any such amounts as and when due, even if it being understood that in the amount of such event Agent charges would exceed Availability at such time or would cause the balance of the Revolving Loan and balance for any unpaid amount, the Swing Line Loan Event of Default then in existence under Section 8.1(a) solely as a result of Borrowers' failure to exceed the Borrowing Base after giving effect to pay such charges (provided, any such Overadvance amount shall be subject cured by such charge to the cure period with respect to fees as set forth in Section 9.1(a)(ii))Borrowers' Revolving Loan balance. At Agent’s option, 's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments of regularly matching specific scheduled payments then due shall be applied to those scheduled payments, ; (ii) voluntary prepayments shall be applied in accordance with as determined by the applicable Borrower and directed by Borrower Representative, subject to the provisions of Section 2.3(aSECTION 1.3(a), ; and (iii) mandatory prepayments shall be applied as set forth in Section 2.3(cSECTIONS 1.3(b) AND (c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an a Default or Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower. All voluntary prepayments , and each Borrower hereby irrevocably agrees that Agent shall be applied have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as directed Agent may deem advisable notwithstanding any previous entry by Borrower RepresentativeAgent in the Loan Account or any other books and records. In all circumstances after an Event the absence of Defaulta specific determination by Agent with respect thereto, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ 's expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the European Swing Line Loans; (3) to principal payments on the European Swing Line Loans; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans (or cash collateral with respect to the Letter of Credit Obligations), ratably in proportion to the principal balance of such Loan and the Letter of Credit ObligationsLoans; (6) to provide cash collateral for Letter of Credit Obligations in the payment of the Bank Products Obligations then due and payable; manner described in ANNEX B, and (7) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 12.3SECTION 11.3. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the applicable European Revolving Loan balance on behalf of each U.S. European Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(aSECTION 5.4(a)) and interest and principal, other than principal of the such European Revolving Loan, owing by such Borrowers European Borrower under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail European Borrower fails to pay promptly any such amounts as and when due, even if the amount of . Agent shall use reasonable efforts to provide Borrower Representative with notice prior to charging such charges would exceed Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan amounts but failure to exceed the Borrowing Base after giving do so shall not effect its rights to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))so charge. At Agent’s option, 's option and to the extent permitted by law, any charges so made shall constitute part of the applicable European Revolving Loan hereunder. (c) This Section 2.9 is subject Upon the exercise of any rights and remedies by Agent under any of the Loan Documents with respect to Collateral pledged by any US Credit Party to secure the Obligations of the US Credit Parties after an Event of Default shall have occurred and be continuing, any and all Proceeds received by Agent pursuant to any of the Loan Documents with respect to such Collateral shall be applied and distributed by Agent in its entirety the following order: (i) to Fees and expenses of the Agent reimbursable hereunder that have been allocated to the provisions US Credit Parties as determined by Agent; (ii) to interest on the US Term Loan; (iii) to principal of Section 13.9 hereofUS Term Loan; (iv) to all other Obligations of the US Credit Parties to the Lenders to the extent reimbursable under SECTION 11.3; (v) to interest on the European Revolving Loan and the European Term Loan ratably in proportion to interest accrued thereon; (vi) to principal of the European Revolving Loan and the European Term Loan ratably in proportion to the outstanding principal amounts thereof; (vii) to all other Obligations of the European Credit Parties to the Lenders to the extent reimbursable under SECTION 11.3; and (viii) to the US Borrower or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct. (d) Upon the exercise of any rights and remedies by Agent under any of the Loan Documents with respect to Collateral pledged by any European Credit Party to secure the Obligations of the European Credit Parties after an Event of Default shall have occurred and be continuing, any and all Proceeds received by Agent pursuant to any of the Loan Documents with respect to such Collateral shall be applied and distributed by Agent in the following order: (i) to Fees and expenses of the Agent reimbursable hereunder that have been allocated to the European Credit Parties as determined by Agent; (ii) to interest on the European Revolving Loan and the European Term Loan, ratably in proportion to the accrued interest thereon; (iii) to principal payments on the European Revolving Loan and the European Term Loan, ratably in proportion to the outstanding amounts thereof; (iv) to all other Obligations of the European Lenders to the extent reimbursable under SECTION 11.3; (v) subject to SECTION 5.11 to the extent such European Credit Party has guaranteed or secured the payment of the US Term Loan, (x) to interest on the US Term Loan (y) then to the principal of the US Term Loan and (z) then to all other obligations of the US Credit Parties to the Lenders to the extent reimbursed under SECTION 11.3; and (vi) to the European Borrower or to whomsoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of regularly proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments, ; (iiiii) voluntary prepayments shall be applied in accordance with as determined by Borrower, subject to the provisions of Section 2.3(a1.3(a), ; and (iiiiv) mandatory prepayments shall be applied as set forth in Section 2.3(cSections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an a Default or Event of or Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such Borrower. All voluntary prepayments shall be applied payments against the Obligations as directed Agent may deem advisable notwithstanding any previous entry by Borrower RepresentativeAgent in the Loan Account or any other books and records. In all circumstances after an Event the absence of Defaulta specific determination by Agent with respect thereto, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ 's expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the Swing Line LoansLoan; (3) to principal payments on the Swing Line LoansLoan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans (or and to provide cash collateral with respect to the for Letter of Credit Obligations)Obligations in the manner described in Annex B, ratably in proportion to the aggregate, combined principal balance of such Loan the other Loans and the outstanding Letter of Credit Obligations; and (6) to the payment of the Bank Products Obligations then due and payable; and (7) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 12.3. 11.3. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a5.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers Borrower under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail Borrower fails to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))time. At Agent’s option, 's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has shall have occurred and is be continuing, (i) payments consisting of regularly proceeds of Accounts received in the ordinary course of business shall be applied to the Swing Line Loan and the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments, ; (iiiii) voluntary prepayments shall be applied in accordance with as determined by Borrower Representative, subject to the provisions of Section 2.3(a1.2(a), ; and (iiiiv) mandatory prepayments shall be applied as set forth in Section 2.3(c1.2(c). All payments As to each other payment, and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to all payments made when an a Default or Event of Default has shall have occurred and is be continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower. All voluntary prepayments , and each Borrower hereby irrevocably agrees that Agent shall be applied have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as directed Agent may deem advisable notwithstanding any previous entry by Borrower RepresentativeAgent in the Loan Account or any other books and records. In all circumstances after an Event the absence of Defaulta specific determination by Agent with respect thereto, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ 's expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the Swing Line LoansLoan; (3) to principal payments on the Swing Line LoansLoan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans (or cash collateral with respect ratably to the Letter of Credit Obligations)aggregate, ratably in proportion to the combined principal balance of such Loan the other Loans; and the Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payable; and (7) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 12.311.3. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a5.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail to promptly pay promptly any such amounts as and when due, even if the amount of such charges would cause the balance of the aggregate Revolving Loan and the Swing Line Loan to exceed Borrowing Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed the such Borrower's Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))Base. At Agent’s option, 's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments of regularly scheduled payments then due shall be applied to those scheduled payments, (ii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a), and (iii) mandatory prepayments shall be applied as set forth in Section 2.3(c1.2(a). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As Subject to this Section 1.8, as to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. All voluntary prepayments shall be applied as directed Subject to this Section 1.8, in the absence of a specific determination by Borrower Representative. In all circumstances after an Event of DefaultAgent with respect thereto, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the Swing Line Loans; (3) to principal payments on the Swing Line Loans; (4) to interest on the other LoansRevolving Loan, ratably in proportion to the interest accrued as to each Revolving Loan; (53) to principal payments on the other Loans (or cash collateral with respect to the Letter of Credit Obligations), ratably in proportion to the principal balance of such Loan and the Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payableRevolving Loan; and (74) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 12.311.3. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expensesexpenses reimbursable hereunder, Charges, costs reimbursable hereunder (including, including insurance premiums in accordance with Section 6.4(a5.4(a)) and interest and principal, other than principal of the Revolving Loaninterest, owing by such Borrowers under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail to pay promptly any such amounts as and when due, but not prior to the expiration of any cure period and provided that Agent provides reasonably detailed written invoices to Borrowers, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))time. At Agent’s option, option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments of regularly scheduled payments then due shall be applied to those scheduled payments, (ii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a), and (iii) mandatory prepayments shall be applied as set forth in Section 2.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such Borrower. All voluntary prepayments shall be applied payments against the Obligations of Borrower as directed by Borrower RepresentativeAgent may deem advisable. In all circumstances after an Event the absence of Defaulta specific determination by Agent with respect thereto, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees fees and Agent’s and Co-Collateral Agents’ expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the Swing Line Loans; (3) to principal payments on the Swing Line Loans; (4) to interest on the other LoansRevolving Loan, ratably in proportion to the interest accrued as to each Revolving Loan; (5) to principal payments on the other Loans (or cash collateral with respect to the Letter of Credit Obligations), ratably in proportion to the principal balance of such Loan and the Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payable; and (73) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 12.312.16; and (4) to principal payments on the Revolving Loan. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Feesfees, expenses, charges, costs (including, including insurance premiums in accordance with Section 6.4(a)6.6) and interest and principal, other than principal of the Revolving Loaninterest, owing by such Borrowers Borrower under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail Borrower fails to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))charges. At Agent’s option, option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments of regularly scheduled payments then due shall be applied to those scheduled payments, (ii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a), and (iii) mandatory prepayments shall be applied as set forth in Section 2.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably Notwithstanding anything to the portion thereof held by each Lender as determined by its Pro Rata Share. As to all payments made when contrary contained in this Agreement, if an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees, as between Borrower on the one hand and Administrative Agent and Lenders on the other, that Administrative Agent shall have the continuing exclusive right to apply any and all such Borrower. All voluntary prepayments shall be applied payments against the Obligations as directed by Borrower Representative. In all circumstances after Administrative Agent may deem advisable in accordance with the terms hereof. (b) Following the occurrence and during the continuance of an Event of Default, subject but absent the occurrence and continuance of an Acceleration Event, Administrative Agent shall apply any and all payments received by Administrative Agent in respect of the Obligations, and any and all proceeds of Collateral received by Administrative Agent, in such order as Administrative Agent may from time to time elect. In the ABL Intercreditor Agreementabsence of any specific election made by Administrative Agent pursuant to this clause (b), all or if directed in writing by Requisite Lenders, payments and proceeds of Collateral received by Administrative Agent pursuant to this clause (b) shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ expenses reimbursable hereunder and first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documents; (2) to interest on the Swing Line Loans; (3) to principal payments on the Swing Line Loans; (4) to interest on the other Loans, ratably Administrative Agent in proportion to the interest accrued its capacity as to each Loan; (5) to principal payments on the other Loans (or cash collateral such with respect to this Agreement, the Letter of Credit other Loan Documents or the Collateral; second, to accrued and unpaid interest on Protective Advances; third, to Protective Advances; fourth, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Loan Documents or the Collateral; fifth, to accrued and unpaid interest on all other Obligations); sixth, ratably in proportion to the principal balance amount of such Loan and the Letter of Credit Obligations; (6) to the payment of the Bank Products all other Obligations then due and payableowing and to provide cash collateral to secure any then outstanding Letter of Credit Obligations and payment of related fees and to provide cash collateral to secure Priority Hedge Agreement Exposure; and (7) seventh, to all other Obligationsoutstanding Obligations (other than those described in clauses eighth and ninth below); eighth, including expenses to provide cash collateral to secure any asserted contingent Obligations other than Obligations in respect of Lenders Hedge Agreements; and ninth, without duplication of amounts set forth above, to the extent reimbursable under Section 12.3provide cash collateral to secure Obligations owing to any Eligible Hedge Counterparty in respect of Hedge Agreements. (bc) Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Administrative Agent shall apply any and all payments received by Administrative Agent in respect of the Obligations, and any and all proceeds of Collateral received by Administrative Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Administrative Agent in its capacity as such with respect to this Agreement, the other Loan Documents or the Collateral; second, to accrued and unpaid interest on Protective Advances; third, to Protective Advances; fourth, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Loan Documents or the Collateral; fifth, to accrued and unpaid interest on all other Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); sixth, ratably to the principal amount of all other Obligations outstanding, and to provide cash collateral to secure any and all then outstanding Letter of Credit Obligations and payment of related fees and to provide cash collateral to secure Priority Hedge Agreement Exposure; seventh, to all other outstanding Obligations and asserted contingent Obligations excluding Obligations in respect of Hedge Agreements; and eighth, without duplication of amounts set forth above, to Obligations owing to any Eligible Hedge Counterparty in respect of any Hedge Agreements. (d) Any balance remaining after giving effect to the applications set forth in this Section 2.8 shall be delivered to Borrower or to whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out any of the applications set forth in this Section 2.8, (i) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category and (ii) each of the Persons entitled to receive a payment or cash collateral in any particular category shall receive an amount equal to its pro rata share of amounts available to be applied pursuant thereto for such category. (e) Administrative Agent is authorized (but not obligated) to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a)) and interest and principal, other than principal of the Revolving Loan (and during the continuance of an Event of Default, other than the principal and any interest on any Term Loan or Incremental Term Loan), owing by such Borrowers Borrower under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail Borrower fails to promptly pay promptly any such amounts as and when due, even if the amount of such charges would exceed Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan aggregate Advances to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))Availability. At Agent’s option, and to the extent permitted by law, any Any charges so made shall shall, unless prohibited by applicable law, constitute part of the Revolving Loan hereunderhereunder and may be made regardless of whether the conditions set forth in Section 3.4 are then satisfied, including the existence of any Default or Event of Default either before or after giving effect thereto. Administrative Agent will endeavor to give Borrower prompt notice of any such action, provided that the failure to give such notice shall not in any way impair or affect Administrative Agent’s rights under this Section 2.8(e). (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of regularly proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments, ; (iiiii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a1.3(a), ; and (iiiiv) mandatory prepayments shall be applied as set forth in Section 2.3(c1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower. All voluntary prepayments , and each Borrower hereby irrevocably agrees that Agent shall be applied have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as directed Agent may deem advisable notwithstanding any previous entry by Borrower RepresentativeAgent in the Register or any other books and records. In all circumstances circumstances, after an Event acceleration or maturity of Default, subject to the ABL Intercreditor AgreementObligations, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the Swing Line LoansLoan; (3) to principal payments on the Swing Line LoansLoan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans (or and to provide cash collateral with respect to the for contingent Letter of Credit Obligations)Obligations in the manner described in Annex B, ratably in proportion to the aggregate, combined principal balance of such Loan the other Loans and the outstanding Letter of Credit Obligations; and (6) to the payment of the Bank Products Obligations then due and payable; and (7) to all other Obligations including, without limitation, the unpaid Bank Product Obligations, including and expenses of Lenders to the extent reimbursable under Section 12.311.3. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a5.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))time. At Agent’s option, option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments of regularly scheduled payments then due shall be applied to those scheduled payments, (ii) voluntary prepayments shall be applied in accordance with as determined by Borrower Representative, subject to the provisions of Section 2.3(a1.3(a), ; and (iii) mandatory prepayments shall be applied as set forth in Section 2.3(cSections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably , subject --------------- ------ to the portion thereof held by each Lender as determined by its Pro Rata Shareprovisions of Section 1.3(f). As to each other payment, and as to all -------------- payments made when an a Default or Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower. All voluntary prepayments , and each Borrower hereby irrevocably agrees that Agent shall be applied have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as directed Agent may deem advisable notwithstanding any previous entry by Borrower RepresentativeAgent in the Loan Account or any other books and records. In all circumstances after an Event the absence of Defaulta specific determination by Agent with respect thereto, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: : (1) to Fees and Agent’s and Co-Collateral Agents’ 's expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the Swing Line Loans; (3) to principal payments on the Swing Line Loans; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (53) to principal payments on the other Loans (or and to provide cash collateral with respect to the for Letter of Credit Obligations)Obligations in the manner described in Annex B, ------- ratably in proportion to the aggregate, combined principal balance of such Loan the Loans and the outstanding Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payable; and (74) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 12.3.11.3. ------------ (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. or any Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a5.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers under this -------------- Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii)). At Agent’s option, 's option and to the extent permitted by law, any charges so made at any time shall constitute part of the Revolving Loan hereunder, even if the amount of such charges exceed Borrowing Availability at such time. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of regularly proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments, ; (iiiii) voluntary prepayments shall be applied in accordance with as determined by Borrower Representative, subject to the provisions of Section 2.3(a1.3(a), ; and (iiiiv) mandatory prepayments shall be applied as set forth in Section 2.3(c1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an a Default or Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower. All voluntary prepayments , and each Borrower hereby irrevocably agrees that Agent shall be applied have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as directed Agent may deem advisable notwithstanding any previous entry by Borrower RepresentativeAgent in the Loan Account or any other books and records. In all circumstances after an Event the absence of Defaulta specific determination by Agent with respect thereto, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: : (1) to Fees and Agent’s and Co-Collateral Agents’ 's expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the Swing Line LoansLoan; (3) to principal payments on the Swing Line LoansLoan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans (or and to provide cash collateral with respect to the for Letter of Credit Obligations)Obligations in the manner described in Annex B, ratably in proportion to the aggregate, combined principal balance of such Loan the other Loans and the outstanding Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payable; and (7) to all other Obligations other than Hedging Obligations, including expenses of Lenders to the extent reimbursable under Section 12.311.3; and (7) to Hedging Obligations. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a5.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to any Borrower to exceed the such Borrower's separate Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))charges. At Agent’s option, 's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, The Agent shall apply or disburse funds received in the Collection Account with respect to the Borrower pursuant to the Loan Documents in the following priority: (i) payments of regularly scheduled payments then due shall be applied to those scheduled paymentsthe accrued and unpaid Servicing Fee, (ii) voluntary prepayments to interest and any unpaid principal on the Seller Note (iii) to Fees and Agent's expenses due under this Agreement or the Collateral Documents, (iv) to interest then due and payable on the Revolving Credit Advances, (v) to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full, (vi) to all other Obligations, and (vii) to the Disbursement Account; provided that all payments under any Forward Purchase Agreement shall be applied or disbursed in accordance with the provisions of Section 2.3(a)following priority: (i) to the accrued and unpaid Servicing Fee, (ii) to Fees and Agent's expenses due under this Agreement or the Collateral Documents, (iii) mandatory prepayments shall be applied as set forth to interest then due and payable on the Revolving Credit Advances, (iv) to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in Section 2.3(c)full, (v) to all other Obligations, (vi) to interest and any unpaid principal on the Seller Note and (vii) to the Disbursement Account. All payments and prepayments applied to a particular the Revolving Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower. All voluntary prepayments shall be applied as directed by Borrower Representative. In all circumstances after an Event of Default, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documents; (2) to interest on the Swing Line Loans; (3) to principal payments on the Swing Line Loans; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans (or cash collateral with respect to the Letter of Credit Obligations), ratably in proportion to the principal balance of such Loan and the Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payable; and (7) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 12.3. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a5.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers Borrower under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail Borrower fails to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))Availability. At Agent’s option, 's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments made to the Agent shall be applied, first, to Fees and reimbursable expenses of regularly Agent then due and payable pursuant to any of the Loan Documents; second to the Swing Line Loan and, third, to the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments, ; (iiiii) voluntary prepayments shall be applied in accordance with as determined by Borrower Representative, subject to the provisions of Section 2.3(a1.3(a), ; and (iiiiv) mandatory prepayments shall be applied as set forth in Section 2.3(cSections 1.3(c), 1.3(d) and 1.3(e); provided that prior to application of any such voluntary or mandatory prepayments to the principal of the Loans, Agent may in its discretion apply such funds to any Fees and expenses of Agent then due and payable under the Loan Documents and to interest then due on the Loans. All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an a Default or Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower. All voluntary prepayments , and each Borrower hereby irrevocably agrees that Agent shall be applied have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as directed Agent may deem advisable notwithstanding any previous entry by Borrower Representative. In all circumstances after an Event of Default, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable Agent in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer Loan Account or any other Lender by any Non-Funding Lender under the Loan Documents; (2) to interest on the Swing Line Loans; (3) to principal payments on the Swing Line Loans; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans (or cash collateral with respect to the Letter of Credit Obligations), ratably in proportion to the principal balance of such Loan books and the Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payable; and (7) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 12.3records. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a)5.4(a) and any amounts the Agent determines is reasonably necessary to preserve and protect the Collateral, or any portion thereof or enhance the likelihood or, or maximize the amount of repayment of the Obligations) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to any Borrower to exceed the such Borrower's separate Borrowing Base after giving effect to such charges (charges; provided, any that such Overadvance shall be subject advances do not cause all borrowings under the Revolving Loan and the Swing Line Loan to exceed the cure period with respect to fees as set forth in Section 9.1(a)(ii))Maximum Amount. At Agent’s option, 's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Event of Default has shall have occurred and is be continuing, (i) payments of regularly matching specific scheduled payments then due shall be applied to those scheduled payments, ; (ii) voluntary prepayments shall be applied in accordance with as determined by Borrowers, subject to the provisions of Section 2.3(aSECTION 1.3(A), ; and (iii) mandatory prepayments shall be applied as set forth in Section 2.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata ShareSECTION 1.3. As to all payments made when an Event of Default has shall have occurred and is be continuing or following the Commitment Termination Date, each Borrower Borrowers hereby irrevocably waives waive the right to direct the application of any and all payments received from or on behalf of Borrowers, and each Borrower hereby irrevocably agrees that Administrative Agent shall have the continuing exclusive right to apply any and all such Borrower. All voluntary prepayments shall be applied payments against the Obligations of Borrowers as directed Administrative Agent may deem advisable notwithstanding any previous entry by Borrower RepresentativeAdministrative Agent in the Loan Account or any other books and records. In all circumstances after an Event the absence of Defaulta specific determination by Administrative Agent with respect thereto, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: : (1) to Fees and Administrative Agent’s and Co-Collateral Agents’ 's expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the Swing Line LoansLoan; (3) to principal payments on the Swing Line LoansLoan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans (or and to provide cash collateral with respect to the for Letter of Credit Obligations)Obligations in the manner described in ANNEX B, ratably in proportion to the aggregate, combined principal balance of such Loan the other Loans and the outstanding Letter of Credit Obligations; and (6) to the payment of the Bank Products Obligations then due and payable; and (7) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 12.3SECTION 11.3. (b) Administrative Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, Borrowers and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(aSECTION 5.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail after due notice to promptly pay promptly any such amounts as and when dueamounts, even if the amount of such charges would exceed Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))Availability. At Administrative Agent’s option, 's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of regularly scheduled payments then due proceeds of Accounts received in the ordinary course of business shall be applied to those scheduled payments, the Revolving Loan; (ii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a1.3(a), ; and (iii) mandatory prepayments shall be applied as set forth in Section 2.3(cSections 1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an a Default or Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower. All voluntary prepayments , and each Borrower hereby irrevocably agrees that Agent shall be applied have the continuing exclusive right to apply any and all such payments against the Obligations as directed Agent may deem advisable notwithstanding any previous entry by Borrower RepresentativeAgent in the Loan Account or any other books and records. In all circumstances after an Event the absence of Defaulta specific determination by Agent with respect thereto, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the Swing Line Loans; (3) to principal payments on the Swing Line Loans; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (53) to principal payments on the other Loans (or and to provide cash collateral with respect to the for Letter of Credit Obligations), ratably Obligations in proportion to the principal balance of such Loan and the Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payablemanner described in Annex B; and (74) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 12.311.3. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a5.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would cause the Revolving Loan to exceed Borrowing Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))time. At Agent’s option, option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments of regularly scheduled payments then due shall be applied Subject to those scheduled payments, (ii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a), and (iii) mandatory prepayments shall be applied as set forth in Section 2.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date8.4, each Borrower hereby Loan Party irrevocably waives the right to direct the application of any and all payments at any time or times hereafter received by Agent or any Lender from or on behalf of any Loan Party, and each Loan Party irrevocably agrees that Agent and Lenders shall have the continuing exclusive right to apply any and all such Borrower. All voluntary prepayments payments against the then due and payable Obligations and in repayment of the Revolving Credit Advances owing by Borrower as Lenders may deem advisable provided that, the payments required under Section 1.4(c) shall be applied as directed by Borrower Representativein the manner described in such Section. In the absence of a specific determination by all circumstances after an Event Lenders as to application of Defaultpayments or unless otherwise expressly provided herein, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral same shall be applied to the amounts then due and payable in the following order: : (1a) Fees, expenses and other Obligations (including Revolving Credit Advances made by Agent in its capacity as Agent) owing by Borrower to Agent; (b) Fees and Agent’s expenses of Lenders owing by Borrower to Lenders; (c) interest payments owing by Borrower to Lenders; (d) Obligations other than Fees, expenses and Co-Collateral Agents’ expenses reimbursable hereunder interest and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentsprincipal payments; and (2e) to interest on the Swing Line Loans; (3) to principal payments on the Swing Line LoansRevolving Credit Loan; (4) to interest provided that if any such payments are received from or on the behalf of any Loan Party other Loansthan Borrower, ratably in proportion or if an Event of Default shall occur and be continuing, such payments shall be applied to the interest accrued Obligations in such manner and order as to each Loan; (5) to principal payments on the other Loans Agent shall determine (or cash collateral with respect to the Letter if all Lenders determine otherwise, as all Lenders so determine). Agent, on behalf of Credit Obligations)Lenders, ratably in proportion to the principal balance of such Loan and the Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payable; and (7) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 12.3. (b) Agent is authorized to, and at its sole election option may, upon prior notice make or cause to Borrower Representative charge to the be made Revolving Loan balance Credit Advances by Lenders on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid for payment of all Fees, expenses, costs (includingcharges, insurance premiums in accordance with Section 6.4(a)) and interest and costs, principal, interest, or other than principal of the Revolving Loan, owing Obligations then due and payable by such Borrowers Borrower under this Agreement or any of the other Loan Documents, if and to the extent such Borrowers fail to pay promptly any such amounts as and when due, even if the amount making of such charges would exceed Availability at such time or would cause the balance of Revolving Credit Advance causes the Revolving Loan and the Swing Line Credit Loan to exceed (1) the Maximum Revolving Credit Commitment or (2) the Borrowing Base after giving effect to such charges Base, in which case the terms of Section 1.4(b) shall apply. If Agent or any Lender receives any payment in USD (providedthe "USD Amount") on account of the Obligations, any such Overadvance the USD Amount shall be subject to constitute a repayment of the cure period with respect to fees as set forth in Section 9.1(a)(ii)). At Agent’s option, and Obligations only to the extent permitted by lawof the amount of Canadian Dollars into which the USD Amount can be converted at the GE Rate in effect at the time of such receipt. If Agent or any Lender receives any payment in a currency other than Canadian Dollars or USD on account of the Obligations, any charges Agent is authorized to convert the payment into Canadian Dollars using the normal procedures of the Agent then in effect for buying Canadian Dollars and the amount of Canadian Dollars so made purchased shall constitute part a repayment of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety Obligations only to the provisions extent of Section 13.9 hereofthe amount of Canadian Dollars so purchased.

Application and Allocation of Payments. (a) So long as no any Default or Event of Default has shall have occurred and is be continuing, (i) payments of regularly scheduled payments then due shall be applied to those scheduled payments, (ii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a), and (iii) mandatory prepayments shall be applied as set forth in Section 2.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments at any time or times hereafter received from or on behalf of such Borrower. All voluntary prepayments Borrower and each Borrower hereby irrevocably agrees that Agent shall be applied as directed by Borrower Representative. In have the continuing exclusive right to apply any and all circumstances after an Event of Default, subject to such payments against the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable Obligations of Borrowers and in repayment of the Revolving Credit Loan as Agent may deem advisable notwithstanding any previous entry by Agent upon the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, the same shall be applied in the following order: (1i) to then due and payable Fees and Agent’s and Co-Collateral Agents’ expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentsexpenses; (2ii) to then due and payable interest payments on the Swing Line LoansRevolving Credit Loan; (3iii) to Obligations other than Fees, expenses and interest and principal payments; (iv) to then due and payable principal payments on the Swing Line Loans; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Revolving Credit Loan; (5) to principal payments on the other Loans (or cash collateral with respect to the Letter of Credit Obligations), ratably in proportion to the principal balance of such Loan and the Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payable; and (7v) to all other then due and payable Obligations, including expenses of Lenders to the extent reimbursable under Section 12.3. (b) . Agent is authorized and directed to, and at its sole election option may, upon prior notice make or cause to Borrower Representative charge to the be made Revolving Loan balance Credit Advances on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid Borrowers for payment of all Fees, expenses, costs (includingCharges, insurance premiums in accordance with Section 6.4(a)) and interest and costs, principal, interest, or other than principal of the Revolving Loan, Obligations owing by such Borrowers under this Agreement or any of the other Loan Documents, Documents if and to the extent any such Borrowers fail Borrower fails to promptly pay promptly any such amounts as and when due, even if the amount of such charges would exceed Availability at such time or Revolving Credit Advance would cause the balance of the total Revolving Loan and the Swing Line Loan Credit Advances to exceed Borrowing Availability or the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))Maximum Revolving Credit Loan amount. At Agent’s option, 's option and to the extent permitted by law, any charges advances so made shall constitute be deemed Revolving Credit Advances constituting part of the Revolving Credit Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has shall have occurred and is be continuing, (i) payments consisting of regularly proceeds of Accounts received in the ordinary course of business shall be applied to the Swing Line Loan and the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments, ; (iiiii) voluntary prepayments shall be applied in accordance with as determined by Borrower, subject to the provisions of Section 2.3(a1.2(a), ; and (iiiiv) mandatory prepayments shall be applied as set forth in Section 2.3(c1.2(c). All payments As to each other payment, and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to all payments made when an a Default or Event of Default has shall have occurred and is be continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such Borrower. All voluntary prepayments shall be applied payments against the Obligations of Borrower as directed Agent may deem advisable notwithstanding any previous entry by Borrower RepresentativeAgent in the Loan Account or any other books and records. In all circumstances after an Event the absence of Defaulta specific determination by Agent with respect thereto, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ 's expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the Swing Line LoansLoan; (3) to principal payments on the Swing Line LoansLoan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans (or cash collateral with respect ratably to the Letter of Credit Obligations)aggregate, ratably in proportion to the combined principal balance of such Loan the other Loans; and the Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payable; and (7) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 12.311.3. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a5.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers Borrower under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail Borrower fails to promptly pay promptly any such amounts as and when due, even if the amount of such charges would exceed Availability at such time or would cause the balance of the aggregate Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))Availability. At Agent’s option, 's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of regularly proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments, (ii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a), ; and (iii) mandatory prepayments shall be applied as set forth in Section 2.3(c1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other unscheduled payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower. All voluntary prepayments , and each Borrower hereby irrevocably agrees that Agent shall be applied have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as directed Agent may deem advisable notwithstanding any previous entry by Borrower RepresentativeAgent in the Loan Account or any other books and records. In all circumstances after an Event the absence of Defaulta specific determination by Agent with respect thereto, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documents; (2) to interest on the Swing Line Loans; (3) to principal payments on the Swing Line Loans; (4) to interest on the other Loans, ratably order set forth in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans (or cash collateral with respect to the Letter of Credit ObligationsSection 1.3(c), ratably in proportion to the principal balance of such Loan and the Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payable; and (7) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 12.3. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a5.4(a)) and interest and principal, other than principal of the Revolving Loaninterest, owing by such Borrowers under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii)). At Agent’s option, option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of regularly proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments, ; (iiiii) voluntary prepayments shall be applied in accordance with as determined by Borrower, subject to the provisions of Section 2.3(a1.3(a), ; and (iiiiv) mandatory prepayments shall be applied as set forth in Section 2.3(cSections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an a Default or Event of or Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such Borrower. All voluntary prepayments shall be applied payments against the Obligations as directed Agent may deem advisable notwithstanding any previous entry by Borrower RepresentativeAgent in the Loan Account or any other books and records. In all circumstances after an Event the absence of Defaulta specific determination by Agent with respect thereto, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the Swing Line LoansLoan; (3) to principal payments on the Swing Line LoansLoan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans (or and to provide cash collateral with respect to the for Letter of Credit Obligations)Obligations in the manner described in Annex B, ratably in proportion to the aggregate, combined principal balance of such Loan the other Loans and the outstanding Letter of Credit Obligations; and (6) to the payment of the Bank Products Obligations then due and payable; and (7) pro rata to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 12.311.3 and amounts owing in respect of Interest Rate Agreements. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a5.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers Borrower under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail Borrower fails to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))time. At Agent’s option, option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of regularly proceeds of Accounts of U.S. Borrower and Domestic Credit Parties received in the ordinary course of business shall be applied, first , to the Swing Line Loan and, second , the U.S. Revolving Loan (without reducing the U.S. Revolving Loan Commitment); (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments, ; (iiiii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a), 1.3 (a) ; and (iiiiv) mandatory prepayments shall be applied as set forth in Section 2.3(c)Sections 1.3 (b) and 1.3 (c) . All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As Subject to Section 1.18 , as to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower. All voluntary prepayments , and each Borrower hereby irrevocably agrees that Administrative Agent shall be applied have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as directed Administrative Agent may deem advisable notwithstanding any previous entry by Borrower RepresentativeAdministrative Agent in the Loan Account or any other books and records. In all circumstances after an Event the absence of Defaulta specific determination by Administrative Agent with respect thereto, subject to the ABL Intercreditor Agreement, all (A) payments by U.S. Borrower and proceeds of Collateral Domestic Subsidiaries shall be applied to amounts then due and payable in the following order: (1) to Fees and Fronting Lender’s and any Agent’s and Co-Collateral Agents’ expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the Swing Line LoansLoan; (3) to principal payments on the Swing Line LoansLoan; (4) to interest on the other U.S. Revolving Loans, ratably in proportion to the interest accrued as to each U.S. Revolving Loan; (5) ); to principal payments on the other U.S. Revolving Loans (or and to provide cash collateral with respect to the for U.S. Letter of Credit Obligations)Obligations in the manner described in Annex B , ratably in proportion to the aggregate, combined principal balance of such Loan Loans and the outstanding U.S. Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payable; and (7) to all other Obligations, including expenses of Lenders with respect to the U.S. Revolving Loans to the extent reimbursable under Section 12.311.3; and (7) such Obligations of European Borrowers or other Foreign Credit Parties as Administrative Agent shall elect and (B) payments received from European Borrowers and Foreign Credit Parties shall be applied to amounts then due and payable in the following order: (1) to reimbursable expenses then due to Fronting Lender or any Agent; (2) to interest on the European Revolving Loans excluding Participation Fee; (3) to the Participation Fee; (4) to the principal balance of the European Revolving Loans; and (5) to expenses of Lenders with respect to the European Revolving Loans to the extent reimbursable under Section 11.3 . Notwithstanding the foregoing no cash-collateralization of Letter of Credit Obligations of a Borrower shall be required under this Section 1.11(a) to the extent the applicable Borrowers have Borrowing Availability (before giving effect to such Letter of Credit Obligations)in excess of the amount of such Letter of Credit Obligations and no Event of Default has occurred and is continuing. To the extent that any payment of interest on the European Revolving Loan constitutes payment of less than the total amount of interest then due, the amount received shall be applied first to the Euribor Rate or Index Rate portion of such interest payment, and second to the Participation Fee portion of such interest payment. (b) Administrative Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the U.S. Revolving Loan balance or European Revolving Loan balance on behalf of each U.S. the applicable Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a)5.4 (a) ) and interest and principal, other than principal of the U.S. Revolving Loan or the European Revolving Loan, as applicable, owing by such Borrowers the applicable Borrower under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail Borrower fails to pay promptly any such amounts as and when due, even if (i) the amount of such charges would exceed U.S. Borrowing Availability at such time or would cause the outstanding balance of the U.S. Revolving Loan and the Swing Line Loan to exceed the U.S. Borrowing Base after giving effect to such charges or (provided, any ii) the amount in Dollar Equivalents of such Overadvance shall be subject charges would exceed European Borrowing Availability at such time or would cause the outstanding Dollar Equivalent balance of the European Revolving Loan to exceed the cure period with respect European Borrowing Base after giving effect to fees as set forth in Section 9.1(a)(ii))such charges. At Administrative Agent’s option, option and to the extent permitted by law, any charges so made shall constitute part of the U.S. Revolving Loan or European Revolving Loan, as applicable, hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of regularly proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments, ; (iiiii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a1.3(a), ; and (iiiiv) mandatory prepayments shall be applied as set forth in Section 2.3(cSections 1.3(b) and 1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower. All voluntary prepayments , and each Borrower hereby irrevocably agrees that Agent shall be applied have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as directed Agent may deem advisable notwithstanding any previous entry by Borrower RepresentativeAgent in the Loan Account or any other books and records. In all circumstances circumstances, after an Event acceleration or maturity of Default, subject to the ABL Intercreditor AgreementObligations, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to reimburse the L/C Issuer for all unreimbursed draws or payments made by it under Letters of Credit, (2) to Fees and Agent’s and Co-Collateral Agents’ expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (23) to interest on the Swing Line LoansLoan; (34) to principal payments on the Swing Line LoansLoan; (45) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (56) to principal payments on the other Loans (or and any Obligations under any Secured Rate Contract and to provide cash collateral with respect for contingent Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans, Obligations under any Secured Rate Contract and outstanding Letter of Credit Obligations), ratably in proportion to the principal balance of such Loan and the Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payable; and (7) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 12.311.3. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance if Credit Parties fail to comply with the obligations under Section 6.4(a)5.4) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))time. At Agent’s option, option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments of regularly scheduled payments then due shall be applied to those scheduled payments, (ii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a), and (iii) mandatory prepayments shall be applied as set forth in Section 2.3(c1.2(a). All payments Subject to this Section 1.8, as to any other payment, and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Lender shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Lender may deem advisable notwithstanding any previous entry by Lender in the Loan Account or any other books and records. All voluntary prepayments shall be applied as directed Subject to this Section 1.8, in the absence of a specific determination by Borrower Representative. In all circumstances after an Event of DefaultLender with respect thereto, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the Swing Line Loans; (3) to principal payments on the Swing Line Loans; (4) to interest on the other LoansRevolving Loan, ratably in proportion to the interest accrued as to each Revolving Loan; (53) to principal payments on the other Loans (or cash collateral with respect to the Letter of Credit Obligations), ratably in proportion to the principal balance of such Loan and the Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payableRevolving Loan; and (74) to all other Obligations, including expenses of Lenders Lender to the extent reimbursable under Section 12.311.2. (b) Agent Lender is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a5.4(a)) and interest and principal, other than principal of the Revolving Loaninterest, owing by such Borrowers under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))charges. At AgentLender’s option, option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments of regularly matching specific scheduled payments for costs, interest or fees then due shall be applied to those scheduled payments, ; (ii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a1.3(a), ; and (iii) mandatory prepayments shall be applied as set forth in Section 2.3(cSections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such Borrower. All voluntary prepayments shall be applied payments against the Obligations as directed Agent may deem advisable notwithstanding any previous entry by Borrower RepresentativeAgent in the Loan Account or any other books and records. In all circumstances after an Event the absence of Defaulta specific determination by Agent with respect thereto, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the Swing Line Revolving Loans; (3) to principal payments on the Swing Line Loans; (4) Loans and to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans (or provide cash collateral with respect to the for Letter of Credit Obligations)Obligations in the manner described in Annex B, ratably in proportion to the aggregate, combined principal balance of such Loan the Loans and the outstanding Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payable; and (74) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 12.311.3. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a)5.2) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers Borrower under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail Borrower fails to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))time. At Agent’s option, option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments of regularly matching specific scheduled payments then due shall be applied to those scheduled payments, ; (ii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a1.3(a), ; and (iii) mandatory prepayments shall be applied as set forth in Section 2.3(c1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its applicable Pro Rata Share. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower. All voluntary prepayments shall be applied as directed by Borrower Representative. In all circumstances after an Event of Default, subject to the ABL Intercreditor and unless expressly stated otherwise in this Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the Swing Line Loans; (3) to principal payments on the Swing Line Loans; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (53) to principal payments on the other Loans (or cash collateral with respect to the Letter of Credit Obligations)Loans, ratably in proportion to the outstanding principal balance of such Loan and the Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payableeach Loan; and (74) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 12.311.3. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a5.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers Borrower under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail Borrower fails to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))time. At Agent’s option, option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of regularly proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments, ; (iiiii) voluntary prepayments shall be applied in accordance with as determined by Borrower, subject to the provisions of Section 2.3(a1.3(a), ; and (iiiiv) mandatory prepayments shall be applied as set forth in Section 2.3(cSections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an a Default or Event of or Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such Borrower. All voluntary prepayments shall be applied payments against the Obligations as directed Agent may deem advisable notwithstanding any previous entry by Borrower RepresentativeAgent in the Loan Account or any other books and records. In all circumstances after an Event the absence of Defaulta specific determination by Agent with respect thereto, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the Swing Line LoansLoan; (3) to principal payments on the Swing Line LoansLoan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans (or and to provide cash collateral with respect to the for Letter of Credit Obligations)Obligations in the manner described in Annex B, ratably in proportion to the aggregate, combined principal balance of such Loan the other Loans and the outstanding Letter of Credit Obligations; and (6) to the payment of the Bank Products Obligations then due and payable; and (7) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 12.3. 11.3; provided, however, that mandatory prepayments as described in Section 1.3(b)(v) shall be applied in the manner set forth therein. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, -14- costs (including, including insurance premiums in accordance with Section 6.4(a5.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers Borrower under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail Borrower fails to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))time. At Agent’s option, option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) (A) payments consisting of regularly proceeds of Accounts received in the ordinary course of business and (B) proceeds from asset sales under Section 6.8(f) up to an amount not to exceed $25,000,000 during the term of this Agreement, shall be applied, in the case of receipt by or on behalf of any Borrower, first, to the Swing Line Loan and, second, the Revolving Loan; (ii) payments (other than mandatory prepayments) matching specific scheduled payments then due shall be applied to those scheduled payments, ; (iiiii) voluntary prepayments shall be applied as set forth in accordance with the provisions of Section 2.3(a), 1.3(a) hereof; and (iiiiv) mandatory prepayments shall be applied as set forth in Sections 1.11(b) and 1.11(c) hereof (other than with respect to mandatory prepayments under Section 2.3(c1.3(b)(v), which shall applied to the Term Loan A). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower Borrowers hereby irrevocably waives waive the right to direct the application of any and all payments received from or on behalf of Borrowers, and Borrowers hereby irrevocably agree that Agent shall have the continuing exclusive right to apply any and all such Borrower. All voluntary prepayments shall be applied payments against the Obligations as directed Agent may deem advisable notwithstanding any previous entry by Borrower RepresentativeAgent in the Loan Account or any other books and records. In all circumstances after an Event the absence of Defaulta specific determination by Agent with respect thereto, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, the Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documents; (2) to interest on the Swing Line LoansLoan; (3) to principal payments on the Swing Line LoansLoan; (4) to interest on the other LoansLoans and unpaid Swap Related Reimbursement Obligations, ratably in proportion to the interest accrued as to each LoanLoan and unpaid Swap Related Reimbursement Obligation, as applicable; (5) to principal payments on the other Loans (or and unpaid Swap Related Reimbursement Obligations and other unpaid Obligations under Hedge Agreements permitted under Section 6.3(a)(viii) and to provide cash collateral with respect to the for Letter of Credit Obligations)Obligations in the manner described in Annex B, ratably in proportion to the aggregate, combined principal balance of such Loan the other Loans, unpaid Swap Related Reimbursement Obligations and the outstanding Letter of Credit Obligations; and (6) to the payment of the Bank Products Obligations then due and payable; and (7) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 12.311.3. (b) Agent is authorized to, Any prepayments made by any Borrower pursuant to Section 1.3(b)(ii) (other than proceeds from asset sales under Section 6.8(f) in an aggregate amount not to exceed $25,000,000 during the term of this Agreement) and at its sole election may, upon prior notice to any prepayments made by any Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower from insurance or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, costs (including, insurance premiums condemnation proceeds in accordance with Section 6.4(a)5.4(c) and interest the Mortgage(s) shall be applied as follows: (i) proceeds from the sale of Inventory and principalAccounts and insurance proceeds from casualties or losses to cash or Inventory shall be applied, other than principal of first, to the Swing Line Loans; and second, to the Revolving LoanCredit Advances, owing by such Borrowers under this Agreement and (ii) all other proceeds and any proceeds from the sale of Inventory and Accounts or from casualties or losses to cash or Inventory remaining after application to the Swing Line Loans and the Revolving Credit Advances shall be applied, first, to Fees and reimbursable expenses of Agent then due and payable pursuant to any of the Loan Documents and to all obligations owing to Agent, the Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documents; second, if to interest then due and payable on the Term Loans on a pro rata basis; third, to prepay the principal installments of the Term Loan B; fourth, to prepay the principal installments of the Term Loan A; fifth, to interest then due and payable on Borrowers’ Swing Line Loan; sixth, to the extent such Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Availability at such time or would cause the principal balance of the Revolving Loan and the Swing Line Loan outstanding until the same has been repaid in full; seventh, to exceed interest then due and payable on Revolving Credit Advances; eighth, to the Borrowing Base after giving effect principal balance of Revolving Credit Advances outstanding until the same have been paid in full; ninth, to any Letter of Credit Obligations of Borrower to provide cash collateral therefor in the manner set forth in Annex B; tenth, to all other Obligations then due and payable. Each Term Loan B Lender may elect not to accept any such charges prepayments on its Term Loan B, in which case such prepayment shall be applied to the Term Loan A; provided, however, if there is no outstanding balance under the Term Loan A, such prepayment shall be applied to any outstanding Revolving Credit Advances. Any prepayments of any Term Loan B or Term Loan A made by or on behalf of any Borrower pursuant to this paragraph (providedb) shall be applied to reduce the remaining scheduled amortization payments under Term Loan B or the Term Loan A, as applicable, on a pro rata basis. Notwithstanding the foregoing, if an Event of Default has occurred and is continuing, any such Overadvance prepayments shall be subject to the cure period with respect to fees applied as set forth in Section 9.1(a)(ii1.11(a)). At Agent’s option, and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety Any prepayments made by Xxxxxx, Inc. pursuant to Sections 1.3(b)(iii) or (b)(iv) shall be applied as follows: first, to Fees and reimbursable expenses of Agent then due and payable pursuant to any of the Loan Documents and to all obligations owing to Agent, the Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documents; second, pro rata to interest then due and payable on the Term Loans; third, to prepay the principal installments of the Term Loans on a pro rata basis; fourth, to interest then due and payable on Borrowers’ Swing Line Loan; fifth, to the provisions principal balance of the Swing Line Loan outstanding until the same has been repaid in full; sixth, to interest then due and payable on Revolving Credit Advances; seventh, to the principal balance of Revolving Credit Advances outstanding until the same have been paid in full; eighth, to any Letter of Credit Obligations of Borrower to provide cash collateral therefor in the manner set forth in Annex B; ninth, to all other Obligations then due and payable. Each Term Loan B Lender may elect not to accept any such prepayments on its Term Loan B, in which case such prepayment shall be applied to the Term Loan A; provided, however, if there is no outstanding balance under the Term Loan A, such prepayment shall be applied to any outstanding Revolving Credit Advances. Notwithstanding the foregoing, if an Event of Default has occurred and is continuing, any such prepayments shall be applied as set forth in Section 13.9 hereof1.11(a). Any prepayments of any Term Loan B or Term Loan A made by or on behalf of any Borrower pursuant to this paragraph (c) shall be applied to reduce the remaining scheduled amortization payment under Term Loan B or the Term Loan A, as applicable, on a pro rata basis.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of regularly proceeds of Accounts received in the ordinary course of business shall be applied, to the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments, ; (iiiii) voluntary prepayments shall be applied in accordance with as determined by Borrower, subject to the provisions of Section 2.3(a1.3(a), ; and (iiiiv) mandatory prepayments shall be applied as set forth in Section 2.3(cSections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an a Default or Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such Borrowerpayments against the Obligations of Borrower as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. All voluntary prepayments In the absence of a specific determination by Agent with respect thereto, payments shall be applied as directed by Borrower Representative. In all circumstances after an Event of Default, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the Swing Line Loans; (3) to principal payments on the Swing Line Loans; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (53) to principal payments on the other Loans (or cash collateral with respect Loans, ratably to the Letter of Credit Obligations)aggregate, ratably in proportion to the combined principal balance of such Loan and the Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payableother Loans; and (74) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 12.311.3. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a5.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers Borrower under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail Borrower fails to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))time. At Agent’s option, option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety . Back to the provisions of Section 13.9 hereof.Contents

Application and Allocation of Payments. (a) So long as no Default or Event of Default has shall have occurred and is be continuing, : (i) payments consisting of regularly proceeds of Accounts received in the ordinary course of business shall be applied to the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments, ; (iiiii) voluntary prepayments shall be applied in accordance with as determined by Borrower, subject to the provisions of Section 2.3(a1.3(a), ; -------------- and (iiiiv) mandatory prepayments shall be applied as set forth in Section 2.3(cSections 1.3(c) --------------- and (d). All payments As to each other payment, and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to all payments made when an a Default or --- Event of Default has shall have occurred and is be continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and irrevocably agrees that Lender shall have the continuing exclusive right to apply any and all such Borrower. All voluntary prepayments shall be applied payments against the Obligations as directed Lender may deem advisable notwithstanding any previous entry by Borrower RepresentativeLender in the Loan Account or any other books and records. In all circumstances after an Event the absence of Defaulta specific determination by Lender with respect thereto, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: : (1) to Fees and Agent’s and Co-Collateral Agents’ Lender's expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the Swing Line Loans; (3) to principal payments on the Swing Line Loans; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (3) to principal payments on Term Loan B; (4) to principal payments on Term Loan A; (5) to principal payments on the other Revolving Loans (or and to provide cash collateral with respect to the for Letter of Credit Obligations)Obligations in the manner described in Annex B, ratably in proportion to the aggregate, combined principal ------- balance of such Loan the Revolving Loans and the outstanding Letter of Credit Obligations; and (6) to the payment of the Bank Products Obligations then due and payable; and (7) to all other Obligations, including expenses of Lenders Obligations to the extent reimbursable under Section 12.3.11.3. ------------ (b) Agent Lender is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a5.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers under this Agreement or any of the other Loan Documents, if and to the extent such Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii)). At Agent’s option, and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.---------------

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of regularly scheduled payments then due proceeds of the Collateral received in the ordinary course of business shall be applied to those scheduled payments, the Revolving Loan; (ii) voluntary prepayments shall be applied in accordance with as determined by Borrower Representative, subject to the provisions of Section 2.3(aSECTION 1.3(a), ; and (iii) mandatory 8 prepayments shall be applied as set forth in Section 2.3(cSECTIONS 1.3(c) AND 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an a Default or Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower. All voluntary prepayments , and each Borrower hereby irrevocably agrees that Agent shall be applied have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as directed Agent may deem advisable notwithstanding any previous entry by Borrower RepresentativeAgent in the Loan Account or any other books and records. In all circumstances after an Event the absence of Defaulta specific determination by Agent with respect thereto, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ 's expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the Swing Line Loans; (3) to principal payments on the Swing Line Loans; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (53) to principal payments on the other Loans (or and to provide cash collateral with respect to the for Letter of Credit Obligations)Obligations in the manner described in ANNEX B, ratably in proportion to the aggregate, combined principal balance of such Loan the Loans and the outstanding Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payable; and (74) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 12.3SECTION 11.3. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(aSECTION 5.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))time. At Agent’s option, 's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has shall have occurred and is be continuing, (i) payments consisting of regularly proceeds of Accounts received in the ordinary course of business shall be applied to the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments, ; (iiiii) voluntary prepayments shall be applied in accordance with as determined by Borrower, subject to the provisions of Section 2.3(aSECTION 1.3(a), ; and (iiiiv) mandatory prepayments shall be applied as set forth in Section 2.3(cSECTION 1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to each other payment, and as to all payments made when an a Default or Event of Default has shall have occurred and is be continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such Borrower. All voluntary prepayments shall be applied payments against the Obligations of Borrower as directed Agent may deem advisable notwithstanding any previous entry by Borrower RepresentativeAgent in the Loan Account or any other books and records. In all circumstances after an Event the absence of Defaulta specific determination by Agent with respect thereto, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ 's expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the Swing Line Loans; (3) to principal payments on the Swing Line Loans; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (53) to principal payments on the other Loans (or and to provide cash collateral with respect to the for Letter of Credit Obligations)Obligations in the manner described in ANNEX B, ratably in proportion to the aggregate, combined principal balance of such Loan the Loans and the outstanding Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payable; and (74) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 12.3SECTION 11.3. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(aSECTION 5.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers Borrower under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail Borrower fails to promptly pay promptly any such amounts as and when due, even if the amount of such charges would exceed Availability at such time or would cause the balance of the aggregate Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))Availability. At Agent’s option, 's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) . a. So long as no Default or Event of Default has shall have occurred and is be continuing, (i) payments consisting of regularly proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan, and second, to the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments, ; (iiiii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a1.3(a), ; and (iiiiv) mandatory prepayments shall be applied as set forth in Section 2.3(cSections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an a Default or Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower. All voluntary prepayments , and each Borrower hereby irrevocably agrees that Agent shall be applied have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as directed Agent may deem advisable notwithstanding any previous entry by Borrower RepresentativeAgent in the Loan Account or any other books and records. In all circumstances after an Event the absence of Defaulta specific determination by Agent with respect thereto, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ 's expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the Swing Line LoansLoan; (3) to principal payments on the Swing Line LoansLoan; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans (or and to provide cash collateral with respect to the for Letter of Credit Obligations)Obligations in the manner described in Annex B, ratably in proportion to the aggregate, combined principal balance of such Loan the other Loans and the outstanding Letter of Credit Obligations; (6) to Obligations under the payment of the Bank Products Obligations then due and payableCanadian Facility Guaranty; and (7) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 12.311.3. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, costs (including, insurance premiums in accordance with Section 6.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers under this Agreement or any of the other Loan Documents, if and to the extent such Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii)). At Agent’s option, and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments of regularly matching specific scheduled payments then due shall be applied to those scheduled payments, ; (ii) voluntary prepayments shall be applied in accordance with as determined by Borrower, subject to the provisions of Section 2.3(a1.3(a), ; and (iii) mandatory prepayments shall be applied as set forth in Section 2.3(cSections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an a Default or Event of Default has occurred and is continuing or following the Revolving Commitment Termination Date and/or the Acquisition Termination Date, each as applicable, Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such Borrower. All voluntary prepayments shall be applied payments against the Obligations as directed Agent may deem advisable notwithstanding any previous entry by Borrower RepresentativeAgent in the Loan Account or any other books and records. In all circumstances after an Event the absence of Defaulta specific determination by Agent with respect thereto, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the Swing Line Loans; (3) to principal payments on the Swing Line Loans; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (53) to principal payments on the other Loans (or and to provide cash collateral with respect to the for Letter of Credit Obligations)Obligations in the manner described in Annex B, ratably in proportion to the aggregate, combined principal balance of such Loan the Loans and the outstanding Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payable; and (74) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 12.311.3. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a5.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers Borrower under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail Borrower fails to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Revolving Borrowing Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))time. At Agent’s option, option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long Borrower hereby irrevocably waives as no Event of Default has occurred and is continuing, (i) payments of regularly scheduled payments then due shall be applied to those scheduled payments, (ii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a), and (iii) mandatory prepayments shall be applied as set forth in Section 2.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to all payments made when an Event of Default has occurred from and is continuing or following after the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all such payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such Borrowerpayments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. All voluntary prepayments Subject to Section 8.2, in the absence of a specific determination by Agent with respect thereto after the Commitment Termination Date and in all other instances (except as otherwise expressly provided herein), payments shall be applied as directed by Borrower Representative. In all circumstances after an Event of Default, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following orderorder of priority, in each instance until all Obligations having a higher priority have been paid in full: (1) to Fees and Agent’s and Co-Collateral Agents’ expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to accrued interest on the Swing Line LoansLoan; (3) to the outstanding principal payments on balance of the Swing Line LoansLoan; (4) to accrued interest on the other Revolving Loans that are Index Rate Loans, ratably in proportion to the interest accrued as to each Loan; (5) to the principal payments balance of the Revolving Loans that are Index Rate Loans; (6) to accrued interest on the other Revolving Loans that are LIBOR Rate Loans; (or cash collateral with respect to the Letter of Credit Obligations), ratably in proportion 7) to the principal balance of such Loan and the Revolving Loans that are LIBOR Rate Loans; (8) if the Commitment Termination Date has occurred or if L/C Availability is less than zero, to cash collateralize Letter of Credit Obligations; Obligations and Eligible Trade L/C Obligations in the manner described in Schedule B, (69) to interest on the Term Loan B, (10) to the payment principal of the Bank Products Term Loan B and (11) to all other Obligations then due and payable; and (7) to all other Obligations, payable including expenses of Lenders to the extent reimbursable under Section 12.311.3. (b) Agent is authorized to, and at its sole election may, upon prior notice charge to Borrower Representative the Swing Line Loan to the extent such charge would not cause the Swing Line Loan balance to exceed the Swing Line Commitment and then to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a5.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers Borrower under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail Borrower fails to promptly pay promptly any such amounts as and when within three (3) Business Days after the date on which such payment is due, even if the amount of such charges would exceed Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))Availability. At Agent’s option, option and to the extent permitted by law, any charges so made shall constitute part of the Swing Line Loan or Revolving Loan hereunder. (c) This Section 2.9 If a Default or an Event of Default has occurred and is subject continuing, in addition to any other right or remedy, and without implying any obligation to continue to make Loans and Advances, Agent may in its entirety sole and absolute discretion, impose a Reserve against Borrowing Availability for interest, Fees and expenses due and payable or which will become due and payable hereunder on the next respective payment dates therefor. (d) Subject to Section 1.11(a) above, if Borrower pays less than all of the provisions of Section 13.9 hereofinterest due hereunder on any Interest Payment Date, Agent shall apply such partial payment ratably to all interest then due hereunder.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of regularly proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments, ; (iiiii) voluntary prepayments shall be applied in accordance with as determined by Borrower, subject to the provisions of Section 2.3(a1.3(a), ; and (iiiiv) mandatory prepayments shall be applied as set forth in Section 2.3(cSections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an a Default or Event of or Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such Borrower. All voluntary prepayments shall be applied payments against the Obligations as directed Agent may deem advisable notwithstanding any previous entry by Borrower RepresentativeAgent in the Loan Account or any other books and records. In all circumstances after an Event the absence of Defaulta specific determination by Agent with respect thereto, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ 's expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documentshereunder; (2) to interest on the Swing Line LoansLoan; (3) to principal payments on the Swing Line Loans; (4Loan;(4) to interest on the other Revolving Loans; (5) to principal payments on the Revolving Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B; (6) to interest on the Acquisition Loan Advances, ratably in proportion to the interest accrued as to each LoanAcquisition Loan Advance; (57) to principal payments on the other Loans (or cash collateral with respect Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the Letter scheduled amortization payments thereon in inverse order of Credit Obligations)maturity, ratably in proportion to the principal balance of such Loan and the Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payable; and (7) 8) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 12.311.3. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a5.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers Borrower under this Agreement or any of the other Loan Documents, Documents if and to the extent such Borrowers fail Borrower fails to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii))time. At Agent’s option, 's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (ai) So long as no Event of Default has occurred and is continuing, (i) payments of regularly scheduled payments then due shall be applied to those scheduled payments, (ii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a), and (iii) mandatory prepayments shall be applied as set forth in Section Sections 2.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower. All voluntary prepayments shall be applied as directed by Borrower Representative. In all circumstances after an Event of Default, subject to the ABL Intercreditor Agreement, all payments and proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s and Co-Collateral Agents’ expenses reimbursable hereunder and to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documents; (2) to interest on the Swing Line Loans; (3) to principal payments on the Swing Line Loans; (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans (or cash collateral with respect to the Letter of Credit Obligations), ratably in proportion to the principal balance of such each Loan and the Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payable; and (7) to all other Obligations, including expenses of Lenders to the extent reimbursable under Section 12.3. (bii) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, and cause to be paid all Fees, expenses, costs (including, insurance premiums in accordance with Section 6.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers under this Agreement or any of the other Loan Documents, if and to the extent such Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (provided, any such Overadvance shall be subject to the cure period with respect to fees as set forth in Section 9.1(a)(ii)). At Agent’s option, and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (ciii) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments of regularly matching specific scheduled payments then due shall be applied to those scheduled payments, ; (ii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a1.3(a), ; and (iii) mandatory prepayments shall be applied as set forth in Section 2.3(cSections 1.3(b)(i) and 1.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such any Borrower. All voluntary prepayments shall be applied as directed by Borrower Representative. In all circumstances after payments made when an Event of Default, subject to the ABL Intercreditor Agreement, all payments Default has occurred and proceeds of Collateral is continuing shall be applied to amounts then due and payable in the following order: (1) to Fees and reimbursable expenses of the Senior Agents (and GE Capital to the extent it is the sub-agent for the CapitalSource Agent’s ) then due and Co-Collateral Agents’ expenses reimbursable hereunder and payable pursuant to all obligations owing to Agent, any Co-Collateral Agent, Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under of the Loan DocumentsDocuments and the CapitalSource Loan Documents allocated ratably based on their pro rata shares of such amounts; (2) to interest and Fees then due and payable on the Swing Line LoansLoans and the CapitalSource Term Loan (including without limitation any fee required under Section 1.9(d) of this Agreement and Section 1.9(d) of the CapitalSource Credit Agreement), allocated to the Lenders and the CapitalSource Lenders based upon their pro rata shares of such interest and Fees; (3) to principal payments on the Swing Line Loans and the CapitalSource Term Loan and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B and to pay amounts owing with respect to Secured Hedging Agreements, ratably to the aggregate, combined principal balance of the Loans, the CapitalSource Term Loan, and outstanding Letter of Credit Obligations and amounts owing with respect to Secured Hedging Agreements; and (4) to interest on the other Loans, ratably in proportion to the interest accrued as to each Loan; (5) to principal payments on the other Loans (or cash collateral with respect to the Letter of Credit Obligations), ratably in proportion to the principal balance of such Loan and the Letter of Credit Obligations; (6) to the payment of the Bank Products Obligations then due and payable; and (7) to all other Obligations, Obligations including expenses of Lenders to the extent reimbursable under Section 12.311.3 and all other CapitalSource Obligations including expenses of CapitalSource Lenders to the extent reimbursable under Section 11.3 of the CapitalSource Credit Agreement. All payments by the Borrowers with respect to the Term Loan shall be made with a concurrent and proportionate payment on the CapitalSource Term Loan as if the CapitalSource Term Loan was funded as a portion of the Term Loan under this Agreement. (b) Agent is authorized to, and at its sole election may, upon prior notice to Borrower Representative charge to the Revolving Loan balance on behalf of each U.S. Borrower or Canadian Borrower, as the case may be, Borrowers and cause to be paid all Fees, expenses, Charges, costs (including, including insurance premiums in accordance with Section 6.4(a5.4(a)) and interest and principal, other than principal of the Revolving Loan, owing by such Borrowers under this Agreement or any of the other Loan Documents or under the CapitalSource Credit Agreement or any of the other CapitalSource Loan Documents (and, if Agent makes such an election to charge the Revolving Loan, Agent shall use any proceeds from such Revolving Loan on a pro rata basis to pay all fees, expenses, charges, costs, interest, and principal on a pro rata basis among such amounts owing under this Agreement and the Loan Documents and such amounts owing under the CapitalSource Credit Agreement and CapitalSource Loan Documents, ) if and to the extent such Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the balance of the Revolving Loan and the Swing Line Loan to exceed the Borrowing Base after giving effect to such charges (time, provided, any such Overadvance however, that if no Event of Default has occurred and is continuing, the foregoing provision shall be subject not apply to the cure period with respect to fees as set forth Charges being contested in Section 9.1(a)(ii))good faith by appropriate proceedings. At Agent’s option, option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. (c) This Section 2.9 is subject in its entirety to the provisions of Section 13.9 hereof.