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 consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.3. 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 as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, to Fees and reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documents; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, to interest then due and payable on the Swing Line Loan; fourth, to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last to all other Obligations not described in clauses first through seventh, pro rata to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in full. (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit Advances, due and owing by Borrowers under this Agreement or any of the other Loan Documents if and to the extent 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 of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such charges. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So As long as no Default or Event of Default has shall have occurred and is be continuing, all payments shall be applied in the following order: (i) payments consisting to pay the Lender’s fees and expenses (including late fees and costs of proceeds collection and amounts expended in connection with the sale or administration of Accounts received in the ordinary course of business shall be appliedCollateral and protective advances pursuant to this Agreement or the other Loan Documents), first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject then to the provisions of Section 1.3(a); accrued but unpaid interest and (iii) mandatory prepayments shall be applied as set forth in Section 1.3then to reduction of the outstanding principal balance of the Loan. As to any other payment, and as to all payments made when a Default or an Event of Default has shall have occurred and is continuing or following be continuing, 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 the Borrower, and each the Borrower hereby irrevocably agrees that Agent the Lender shall have the continuing exclusive right to apply any and all such payments against the Obligations in such order and manner as Agent the Lender may deem advisable notwithstanding any previous entry by Agent the Lender in the Loan Account any books or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, to Fees and reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documents; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, to interest then due and payable on the Swing Line Loan; fourth, to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last to all other Obligations not described in clauses first through seventh, pro rata to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in full. (b) Agent The Lender is authorized to, and at its Lender’s sole election may, charge to the Revolving Loan balance on behalf of each the Borrower and cause to be paid (W) all Feesfees, expenses, Chargescharges, costs (including insurance premiums in accordance with Section 5.4(a)7.2) and interest and principalinterest, other than principal of the Revolving Credit AdvancesLoan, due and owing by Borrowers the Borrower under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail the Borrower fails to promptly 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 to exceed the Swing Line Loan Amount, (X) any Indebtedness of any Borrower Loan Party which is in default, is past due or the non-payment of which would allow the holder of such Indebtedness to exceed retain, seize or foreclose on the obligor’s or any other Loan Party’s cash or other assets, (Y) any Indebtedness as to which the holder has become entitled to retain or apply excess cash flow otherwise to be made available to the Borrower, Holdings or their respective Subsidiaries or Affiliates, whether due to a failure to satisfy a financial covenant or test or otherwise, and (Z) any other obligation or Indebtedness of any Loan Party pursuant to which any Loan Party has received a notice of default and is not contesting such Borrower’s separate Borrowing Base after giving effect default in good faith and with reasonable diligence or as to such chargeswhich the creditor has obtained a judgment. At Agentthe Lender’s option and to the extent permitted by law, any charges advances so made shall constitute part of the Revolving Loan hereunder, and shall bear interest at the Default Rate plus 4.00% per annum (the “Protective Advance Default Rate”). (c) The Lender is authorized to, and at Lender’s election may, charge any Deposit Account account or deposit account maintained by Borrower for any payments of principal or interest when due.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business matching specific scheduled payments then due shall be applied, first, applied to the Swing Line Loan and, second, to the Revolving Loanthose scheduled payments; (iiiii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to in accordance with the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.31.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share; provided that any such payments received shall be applied first to repay Loans outstanding as Index Rate Loans and then to Loans outstanding as LIBOR Rate Loans, with those LIBOR Rate Loans having earlier expiring LIBOR Periods being repaid prior to those with later expiring LIBOR Periods. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower proceeds of Collateral following the exercise of remedies shall be applied to amounts then due and payable in the following order: first, (1) to Fees and Agent's expenses reimbursable expenses then due and payable hereunder; (2) to Agent pursuant interest on the Loans, ratably in proportion to any of the Loan Documentsinterest accrued as to each Loan; second, (3) to Fees principal payments on the other Loans and any other fees Obligations under any Secured Rate Contract and reimbursable expenses to provide cash collateral for Letter of Lenders then due and payable to Lenders pursuant to any of Credit Obligations in the Loan Documents; thirdmanner described in Annex B, to interest then due and payable on the Swing Line Loan; fourth, ratably to the aggregate, combined principal balance of the Swing Line Loan until the same has been repaid in full; fifthother Loans, to interest then due Obligations under any Secured Rate Contracts and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last (4) to all other Obligations not described in clauses first through seventh, pro rata including expenses of Lenders to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due extent reimbursable under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullSection 11.3. (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by Borrowers Borrower under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail Borrower fails to pay promptly any such amounts as and when duedue (and, in the case of any expenses, Charges, and costs, following the presentment of an invoice therefor), 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 of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargestime. At Agent’s 's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.3. 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 at any time or times hereafter 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 then due and payable Obligations and in repayment of the Revolving Credit Loan, Letter of Credit Obligations and other Obligations as Agent may deem advisable notwithstanding any previous entry by Agent advisable. Notwithstanding the foregoing, in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect theretothereto or if an Event of Default shall have occurred and be continuing, payments from any Borrower the same shall be applied to amounts then due and payable in the following order: first, to Fees and reimbursable expenses (a) the principal of any Revolving Credit Advances made by Agent under SECTION 1.13(a); (b) then due and payable Fees, expenses and other Obligations owing to Agent pursuant to any of the Loan DocumentsAgent; second, to Fees and any other fees and reimbursable expenses of Lenders (c) then due and payable to Lenders pursuant to any Fees and expenses of the Loan DocumentsLenders; third, to interest (d) then due and payable on the Swing Line Loan; fourth, to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due and payable payments on the Revolving Credit AdvancesLoan in accordance with SECTION 1.13(d); sixth(e) Obligations to Lenders other than Fees, to the outstanding expenses and interest and principal balance payments; (f) principal of the Revolving Credit Advances until Loan; and (g) to the same has been paid in full; seventhextent there are no other Obligations then due and payable, to any Letter Borrower or its successors or assigns or as a court of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last to all other Obligations not described in clauses first through seventh, pro rata to the competent jurisdiction may direct. Agent and Lenders. Notwithstanding the foregoing, if, at the time on behalf of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in full. (b) Agent Lenders is authorized to, and at its sole election option may, charge make or cause to the be made Revolving Loan balance Credit Advances by Lenders on behalf of each Borrower and cause to be paid for payment of all Fees, expenses, Chargescharges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and costs, principal, interest or other than principal of the Revolving Credit Advances, Obligations then due and owing payable by Borrowers Borrower under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail to pay promptly (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 Borrowing Availability at such time or would cause Revolving Credit Advances causes the aggregate outstanding balance of the Revolving Credit Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate the Borrowing Base after giving effect to such charges. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunderAvailability.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, in the case of receipt by or on behalf of any Borrower, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) payments (other than mandatory prepayments) matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to the provisions of set forth in Section 1.3(a)) hereof; and (iiiiv) mandatory prepayments shall be applied as set forth in Section 1.3Sections 1.11(b) and 1.11(c) hereof. All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when 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 such BorrowerBorrowers, and each Borrower Borrowers hereby irrevocably agrees agree that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s expenses reimbursable hereunder and to all obligations owing to Agent, the Swing Line Lender, any L/C Issuer or any other Lender by any Non-Funding Lender under the Loan Documents; (2) to interest on the Swing Line Loan; (3) to principal payments on the Swing Line Loan; (4) to interest on the other Loans and unpaid Swap Related Reimbursement Obligations, ratably in proportion to the interest accrued as to each Loan and unpaid Swap Related Reimbursement Obligation, as applicable; (5) to principal payments on the other Loans and unpaid Swap Related Reimbursement Obligations and other unpaid Obligations under Hedge Agreements permitted under Section 6.3(a)(viii) and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the other Loans, unpaid Swap Related Reimbursement Obligations and outstanding Letter of Credit Obligations; and (6) to all other Obligations including expenses of Lenders to the extent reimbursable under Section 11.3. (b) Any prepayments made by any Borrower pursuant to Section 1.3(b)(ii) and any prepayments made by any Borrower from insurance or condemnation proceeds in accordance with Section 5.4(c) and the Mortgage(s) shall be applied as follows: (i) proceeds from the sale of Inventory and Accounts and insurance proceeds from casualties or losses to cash or Inventory shall be applied, first, to the Swing Line Loans; and second, to the Revolving Credit Advances, 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 to Agent pursuant to any of the Loan Documents; secondDocuments and to all obligations owing to Agent, to Fees and the Swing Line Lender, any L/C Issuer or any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to Lender by any of Non-Funding Lender under the Loan Documents; thirdsecond, to interest then due and payable on the Term Loan B; third, to prepay the principal installments of the Term Loan B on a pro rata basis; fourth, to interest then due and payable on Borrowers’ Swing Line Loan; fourthfifth, to the principal balance of the Swing Line Loan outstanding until the same has been repaid in full; fifthsixth, to interest then due and payable on the Revolving Credit Advances; sixthseventh, to the outstanding principal balance of the Revolving Credit Advances outstanding until the same has have been paid in full; seventheighth, to any Letter of Credit Obligations, Obligations of Borrower to provide cash collateral therefor in the manner set forth in Annex B; and last ninth, to all other Obligations not described in clauses first through seventh, pro rata to the Agent then due and Lenderspayable. Notwithstanding the foregoing, ifif an Event of Default has occurred and is continuing, at the time of any application of any such payment the Commitment Termination Date has occurredprepayments shall be applied as set forth in Section 1.11(a). (c) Any prepayments made by Xxxxxx, amounts 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 Hedging Agreements from any Borrower shall share (i) the Loan Documents; second, pro rata to interest then due and payable on the Term Loan B; third, to prepay the principal installments of the Term Loan B on a pro rata basis basis; fourth, to interest then due and payable on Borrowers’ Swing Line Loan; fifth, to the principal balance of the Swing Line Loan outstanding until the same has been repaid in applications referred full; sixth, to in clauses sixth interest then due and payable on Revolving Credit Advances; seventh, until all to the principal balance of Revolving Credit Advances outstanding until the same have been paid in full; eighth, all to any Letter of Credit Obligations have been fully of Borrower to provide cash collateralized collateral therefor in the manner set forth in Annex B and B; ninth, to all obligations of such Borrower under its Hedging Agreements have been paid in full. (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit Advances, Obligations then due and owing by Borrowers under this Agreement or any payable. Notwithstanding the foregoing, if an Event of the other Loan Documents if Default has occurred and to the extent Borrowers fail to pay promptly is continuing, any such amounts prepayments shall be applied 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 of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such charges. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunderset forth in Section 1.11(a).

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.3. 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 Lender shall have the continuing and exclusive right to apply any and all such payments against the Obligations then due and payable Obligations, as Agent Lender may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and recordsadvisable. In the absence of a specific determination by Agent Lender with respect thereto, payments from any Borrower the same shall be applied to amounts then due and payable in the following order: first, to Fees and reimbursable expenses (a) then due and payable to Agent pursuant to any of the Loan Documents; second, to Fees and any other fees and reimbursable expenses of Lenders expenses; (b) then due and payable to Lenders pursuant to any of the Loan Documentsinterest payments; third, to interest (c) then due and payable on the Swing Line LoanObligations other than Fees, expenses and interest and principal payments; fourth, to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest and (d) then due and payable principal payments on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last to all other Obligations not described in clauses first through seventh, pro rata to the Agent and LendersLoan. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in full. (b) Agent Lender is authorized to, and at its sole election mayoption may (without notice or precondition and at any time or times), charge but shall not be obligated to, make or cause to the be made Revolving Loan balance Credit Advances on behalf of each Borrower and cause to be paid for: (x) payment of all Fees, expenses, Chargesindemnities, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and charges, costs, principal, interest, or other than principal of the Revolving Credit Advances, due and Obligations owing by Borrowers Borrower under this Agreement or any of the other Loan Documents if and Documents, (y) the payment, performance or satisfaction of any of Borrower's obligations with respect to preservation of the extent Borrowers fail to pay promptly Collateral or otherwise under this Agreement, or (z) any such amounts as and when duepremium in whole or in part required in respect of any of the policies of insurance required by this Agreement, even if the amount making of any such charges would exceed Borrowing Availability at such time or would cause Revolving Credit Advance causes the aggregate outstanding balance of the Revolving Credit Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate the Borrowing Base after giving effect Availability, and Borrower agrees to such charges. At Agent’s option and to the extent permitted by lawrepay immediately, in cash, any charges so made shall constitute part of amount by which the Revolving Credit Loan hereunderexceeds the Borrowing Availability.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.3. 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 -------------------------------------- Lender shall have the continuing and exclusive right to apply any and all such payments against the Obligations then due and payable Obligations, as Agent Lender may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and recordsadvisable. In the absence of a specific determination by Agent Lender with respect thereto, payments from any Borrower the same shall be applied to amounts then due and payable in the following order: first, to Fees and reimbursable expenses (a) then due and payable to Agent pursuant to any of the Loan Documents; second, to Fees and any other fees and reimbursable expenses of Lenders expenses; (b) then due and payable to Lenders pursuant to any of the Loan Documentsinterest payments; third, to interest (c) then due and payable on the Swing Line LoanObligations other than Fees, expenses and interest and principal payments; fourth, to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest and (d) then due and payable principal payments on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last to all other Obligations not described in clauses first through seventh, pro rata to the Agent and LendersLoan. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in full. (b) Agent Lender is authorized to, and at its sole election mayoption may (without notice or precondition and at any time or times), charge but shall not be obligated to, make or cause to the be made Revolving Loan balance Credit Advances on behalf of each Borrower and cause to be paid for: (x) payment of all Fees, expenses, Chargesindemnities, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and charges, costs, principal, interest, or other than principal of the Revolving Credit Advances, due and Obligations owing by Borrowers Borrower under this Agreement or any of the other Loan Documents if and Documents, (y) the payment, performance or satisfaction of any of Borrower's obligations with respect to preservation of the extent Borrowers fail to pay promptly Collateral or otherwise under this Agreement, or (z) any such amounts as and when duepremium in whole or in part required in respect of any of the policies of insurance required by this Agreement, even if the amount making of any such charges would exceed Borrowing Availability at such time or would cause Revolving Credit Advance causes the aggregate outstanding balance of the Revolving Credit Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate the Borrowing Base after giving effect Availability, and Borrower agrees to such charges. At Agent’s option and to the extent permitted by lawrepay immediately, in cash, any charges so made shall constitute part of amount by which the Revolving Credit Loan hereunderexceeds the Borrowing Availability.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.3. 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 Lender shall have the continuing and exclusive right to apply any and all such payments against the then due and payable Obligations in such order as Agent Lender may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and recordsadvisable. In the absence of a specific determination by Agent Lender with respect thereto, payments from any Borrower the same shall be applied to amounts then due and payable in the following order: first, to Fees and reimbursable expenses (a) then due and payable to Agent pursuant to any of the Loan Documents; second, to Fees and any other fees and reimbursable expenses of Lenders expenses; (b) then due and payable to Lenders pursuant to any of the Loan Documentsinterest payments; third, to interest (c) then due and payable on the Swing Line LoanObligations other than Fees, expenses and interest and principal payments; fourth, to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest and (d) then due and payable principal payments on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last to all other Obligations not described in clauses first through seventh, pro rata to the Agent and LendersLoan. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in full. (b) Agent Lender is authorized to, and at its sole election mayoption may (without prior notice or precondition and at any time or times), charge to the Revolving Loan balance on behalf of each Borrower and but shall not be obligated to, make or cause to be paid made Revolving Credit Advances on behalf of (a) payment of all Fees, expenses, Chargesindemnities, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and charges, costs, principal, interest, or other than principal of the Revolving Credit Advances, due and Obligations owing by Borrowers Borrower under this Agreement or any of the other Loan Documents if and Documents, (b) the payment, performance or satisfaction of any of Borrower's obligations with respect to preservation of the extent Borrowers fail to pay promptly Collateral or otherwise under this Agreement, or (c) any such amounts as and when duepremium in whole or in part required in respect of any of the policies of insurance required by this Agreement, even if the amount making of any such charges would exceed Borrowing Availability at such time or would cause Revolving Credit Advance causes the aggregate outstanding balance of the Revolving Credit Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate the Borrowing Base after giving effect Availability, and Borrower agrees to such charges. At Agent’s option and to the extent permitted by lawrepay immediately, in cash, any charges so made shall constitute part of amount by which the Revolving Credit Loan hereunderexceeds the Borrowing Availability.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan andLoan, second, to the Revolving Loan, and third, to any Obligations arising under any Bank Product Document; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to in accordance with the provisions of Section 1.3(a); and (iiiiv) mandatory prepayments shall be applied as set forth in Section 1.3Sections 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 such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In all circumstances, after acceleration or maturity of the absence Obligations, all payments and proceeds of a specific determination by Agent with respect thereto, payments from any Borrower Collateral shall be applied to amounts then due and payable in the following order: first, (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 expenses reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documentshereunder; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, (3) to interest then due and payable on the Swing Line Loan; fourth(4) to principal payments on the Swing Line Loan; (5) to interest on the other Loans and unpaid Swap Related Reimbursement Obligations, ratably in proportion to the interest accrued as to each Loan and unpaid Swap Related Reimbursement Obligation, as applicable; (6) to principal payments on the other Loans and the Obligations arising in respect of Bank Products then due and payable and unpaid Swap Related Reimbursement Obligations and to provide cash collateral for contingent Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the Swing Line Loan until the same has been repaid other Loans, outstanding Obligations arising in full; fifth, to interest respect of Bank Products then due and payable on the Revolving Credit Advances; sixthpayable, to the unpaid Swap Related Reimbursement Obligations and outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last (7) to all other Obligations not described in clauses first through seventhObligations, pro rata including expenses of Lenders to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due extent reimbursable under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullSection 11.3. (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by Borrowers under this Agreement or any of the other Loan Documents if and to the extent 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 of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargestime. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long All payments and prepayments of principal and interest in respect of the Revolving Loan and Swing Line Loan (except as no Event provided in Sections 1.13, 1.15 and 1.16) shall be applied ratably to the portion thereof held by each Revolving Lender as determined by its Pro Rata Share. All payments and repayments of Default has occurred Synthetic Loan Reimbursement Amounts and is continuing, interest or earnings in respect of the Synthetic Loan Credit-Linked Deposits shall be applied pro rata among the Synthetic Loan Lenders in accordance with the Synthetic Loan Participations of such Synthetic Loan Lenders. Except as set forth below in clauses (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; and (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to the provisions of this Section 1.3(a); and (iii1.11(a) mandatory prepayments shall be applied or as set forth in Section 1.3, Borrower shall have the right to direct the application of all payments made by it toward Revolving Loans, Swing Line Loans, Synthetic Loan Reimbursement Amounts, interest, fees, expenses or any other Obligations. As to any other paymentpayment the application of which is not so directed, and as to all payments made when an Event of Default or a Cash Dominion Event has occurred and is continuing (and, in respect of such Cash Dominion Event, no corresponding Cash Dominion Termination Event has occurred), or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all funds on deposit in the Collection Account, the Synthetic Loan Credit-Linked Deposit Account, the Cash Collateral Account and/or, in the case of a Cash Dominion Event or an acceleration of the Obligations, the Concentration Account or any other proceeds of Collateral and all payments received from or on behalf of such BorrowerBorrower or any Guarantor, and each Borrower hereby irrevocably agrees that Administrative Agent shall have the continuing exclusive right to apply any and all such funds on deposit in the Collection Account, the Synthetic Loan Credit-Linked Deposit Account, the Cash Collateral Account, and/or, in the case of a Cash Dominion Event or an acceleration of the Obligations, the Concentration Account or any other proceeds of Collateral and all payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, (i) in the event the Obligations have been accelerated or following the Commitment Termination Date: (A) to Fees and Administrative Agent's and each Co-Syndication Agent's expenses reimbursable expenses then due and payable hereunder, (B) to Agent pursuant to any of the Loan Documents; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, to accrued but unpaid interest then due and payable on the Swing Line Loan; fourth, (C) to the principal balance of payments on the Swing Line Loan until the same has been repaid paid in full; fifth, (D) pro rata to accrued but unpaid interest then due and payable on the Revolving Credit Advances; sixthAdvances and Synthetic Loans, (E) pro rata to the outstanding principal balance amount of the Revolving Loans (and applied, with respect to the Revolving Loans, ratably between the Revolving Credit Advances and the cash collateralization of the Revolving Loan Letters of Credit in accordance with Annex B), the outstanding principal amount of the Synthetic Loan (or, if not then due and payable, to cash collateralize the Synthetic Loan Letters of Credit in accordance with Annex B) and to the outstanding Obligations constituting Pari Passu Cash Management Obligations, (F) to all other Obligations (other than the Cash Management Obligations) including expenses of Lenders to the extent reimbursable under Section 11.3, (G) to the Cash Management Banks ratably in an amount not to exceed the outstanding Obligations constituting Subordinated Cash Management Obligations and (H) any surplus shall be remitted to Borrower or any other Person lawfully entitled thereto and (ii) on each Business Day in the event either an Event of Default has occurred and is continuing or a Cash Dominion Event has occurred (and no corresponding Cash Dominion Termination Event has occurred), in each case, other than as described in clause (i) above: (A) to Fees and Administrative Agent's and each Co-Syndication Agent's expenses reimbursable hereunder, (B) to accrued but unpaid interest on the Swing Line Loan, (C) to principal payments on the Swing Line Loan until paid in full, (D) pro rata to accrued but unpaid interest on the Revolving Credit Advances and Synthetic Loans, (E) pro rata to the outstanding principal amount of the Revolving Credit Advances until and the same has been paid in full; seventhSynthetic Loan, (F) pro rata to any Letter the cash collateralization of the Revolving Loan Letters of Credit Obligationsand the Synthetic Loan Letters of Credit, to provide cash collateral therefor in the manner set forth each case, in accordance with Annex B; and last , (G) to all other Obligations not described in clauses first through seventh, pro rata (other than the Cash Management Obligations) then due and payable including expenses of Lenders to the Agent extent reimbursable under Section 11.3 and Lenders. Notwithstanding the foregoing, if, at the time of (H) any application of surplus shall be remitted to Borrower or any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullother Person lawfully entitled thereto. (b) Administrative Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, reimbursable costs (including insurance premiums in accordance with Section Sections 5.4(a) and (b)) and interest and principal, other than principal of the Revolving Credit Advances, due and owing by Borrowers Borrower under this Agreement or any of the other Credit Loan Documents if and to the extent 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 time, but in no event in an amount in excess of the Revolving Overadvance amount permitted under Section 1.1(a)(iii), provided that after making such election Administrative Agent shall use reasonable efforts to give Borrower written notice of such election, but the failure of Administrative Agent to so give any such written notice shall not affect the validity of such charges to the Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargesAccount. At Administrative Agent’s 's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder, but such charge shall not constitute a waiver of Section 1.3(b).

Application and Allocation of Payments. (a) So long Lender is authorized to, and at its option may, make or cause to be made Advances on behalf of Borrowers for payment of all Fees, expenses, Charges, costs, principal, interest, or other Obligations owing by Borrower under this Agreement or any of the other Loan Documents if and to the extent any such Borrower fails to promptly pay any such amounts as no Event of Default has occurred and is continuingwhen due, (i) payments consisting of proceeds of Accounts received in even if such Advance would cause total Advances to exceed the ordinary course of business Loan Commitment. At Lender's option and to the extent permitted by law, any advances so made shall be applied, first, to deemed Advances constituting part of the Swing Line Loan and, second, to hereunder. Following the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to occurrence and during the provisions continuance of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.3. 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 DateDefault, each Borrower Borrowers hereby irrevocably waives waive the right to direct the application of any and all payments at any time or times hereafter received from or on behalf of any such Borrower, and each Borrower hereby irrevocably agrees that Agent Lender shall have the continuing exclusive right to apply any and all such payments against the then due and payable Obligations of Borrowers and in repayment of the Loan as Agent Lender may deem advisable notwithstanding any previous entry by Agent in Lender upon the Loan Account or any other books and records. In the absence of a specific determination by Agent Lender with respect thereto, payments from any Borrower the same shall be applied to amounts then due and payable in the following order: first, (i) to Fees and reimbursable expenses then due and payable interest payments on the Loans; (ii) to Agent pursuant principal payments on the Loan; (iii) to any of the Loan Documents; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable Fees and expenses; (iv) to Lenders pursuant to any of the Loan Documents; third, to interest then due and payable on the Swing Line LoanObligations other than Fees, expenses and interest and principal payments; fourth, and (v) to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest all other then due and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last to all other Obligations not described in clauses first through seventh, pro rata to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in full. (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit Advances, due and owing by Borrowers under this Agreement or any of the other Loan Documents if and to the extent 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 of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such charges. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to all amounts owing by any Credit Party under the Swing Line Loan andPre-Petition Credit Agreement or any of the loan documents or instruments entered into in connection therewith (other than for purposes of providing cash collateral with respect to the Existing Letters of Credit), 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 as determined by Borrower Representative, subject to in accordance with the provisions of Section 1.3(a); and (iiiiv) mandatory prepayments shall be applied as set forth in Section 1.3Sections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. Any other payment shall be applied as directed by the Borrower Representative. As to any other payment, and as to all payments made when 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 and all amounts owing by any Credit Party under the Pre-Petition Credit Agreement or any of the loan documents or instruments entered into in connection therewith (other than for purposes of providing cash collateral with respect to the Existing Letters of Credit) as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records; provided, that (i) Agent shall apply payments first to amounts that are then due and payable and (ii) to the extent any payment received by Agent following an Event of Default is applied (x) to interest on the Loans (other than the Swing Line Loan), a pro rata portion of such payment shall be applied to interest on Swap Related Reimbursement Obligations based upon the aggregate unpaid amounts owing to each holder thereof, and (y) to principal on the Loans (other than the Swing Line Loan), a pro rata portion of such payment shall be applied to unpaid Swap Related Reimbursement Obligations based upon the aggregate unpaid amounts owing to each holder thereof. In all circumstances, after acceleration or maturity of the absence Obligations, all payments and proceeds of a specific determination by Agent with respect thereto, payments from any Borrower Collateral shall be applied to amounts then due and payable in the following order: first: (1) all amounts owing by any Credit Party under the Pre-Petition Credit Agreement or any of the loan documents or instruments entered into in connection therewith (other than for purposes of providing cash collateral with respect to the Existing Letters of Credit) (2) to reimburse the L/C Issuer for all unreimbursed draws or payments made by it under Letters of Credit, (3) to Fees and Agent’s expenses reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documentshereunder; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, (4) to interest then due and payable on the Swing Line Loan; fourth(5) to principal payments on the Swing Line Loan; (6) to interest on the other Loans and unpaid Swap Related Reimbursement Obligations, ratably in proportion to the interest accrued as to each Loan and unpaid Swap Related Reimbursement Obligation, as applicable; (7) to principal payments on the other Loans and unpaid Swap Related Reimbursement Obligations and to provide cash collateral for contingent Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the Swing Line Loan until the same has been repaid in full; fifthother Loans, to interest then due unpaid Swap Related Reimbursement Obligations and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last (8) to all other Obligations not described in clauses first through seventhObligations, pro rata including expenses of Lenders to the Agent extent reimbursable under Section 11.3; and Lenders. Notwithstanding the foregoing, if, at the time of (9) any application of remainder shall be remitted to Borrowers or any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullother Person legally entitled thereto. (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)5.7) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by Borrowers under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed the Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargestime. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. Agent will give Borrower Representative notice of any such charge promptly after such charge is made.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) scheduled monthly payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, applied first, to reimbursable expenses of Lender then due and payable pursuant to any of the Swing Line Loan and, Documents; second, to interest then due and payable on outstanding Loans made to Borrowers; and last, to the Revolving Loanprincipal balance of the Loans outstanding to Borrowers until the same has been paid in full; and (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.31.2(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 Borrower Borrowers and all Credit Parties hereby irrevocably waives waive the right to direct the application of any and all payments received from or on behalf of such BorrowerBorrowers, and each Borrower Borrowers hereby irrevocably agrees agree that Agent Lender shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Agent Lender may deem advisable notwithstanding any previous entry by Agent Lender in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, to Fees and reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documents; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, to interest then due and payable on the Swing Line Loan; fourth, to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last to all other Obligations not described in clauses first through seventh, pro rata to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in full. (b) Agent Lender is authorized to, and at in its sole election and absolute discretion may, charge to the Revolving Line of Credit Loan balance (which charges shall be deemed to be Line of Credit Advances requested by Borrowers) on behalf of each Borrower Borrowers and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit Advances, due and Loans owing by Borrowers Borrower under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail to pay promptly any such amounts as and when due. Such charge to the Line of Credit Loan shall not waive any Event of Default due to Borrowers' non-payment, even if the amount of such charges would exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan unless Lender, in its sole and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargesabsolute discretion, agrees in writing. At Agent’s Lender's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Line of Credit Loan hereunderand shall reduce the amount of the Line of Credit Commitment remaining available to Borrowers, and shall be secured by the Collateral.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts SBA 7 (a) Note Receivables received from the Trustee and/or Borrower in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, 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 as determined by Borrower Representative, subject to in accordance with the provisions of Section 1.3(a); and (iiiiv) mandatory prepayments shall be applied as set forth in Section 1.3Sections 1.3(c) and (d). 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 Lender shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent Lender may deem advisable notwithstanding any previous entry by Agent Lender in the Loan Account or any other books and records. In the absence of a specific determination by Agent Lender with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, (1) to Fees and Lender’s expenses reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documentshereunder; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, (2) to interest then due and payable on the Swing Line Loan; fourth, to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due and payable on the Revolving Credit AdvancesLoan; sixth, (3) to the outstanding principal balance of payments on the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex BLoan; and last (4) to all other Obligations not described in clauses first through seventh, pro rata to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due extent reimbursable under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullSection 11.3. (b) Agent Lender is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit Advances, due and owing by Borrowers Borrower under this Agreement or any of the other Loan Documents if and to the extent 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 of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargestime. At AgentLender’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long All payments and prepayments of principal and interest in respect of the Revolving Loan and Swing Line Loan (except as no Event of Default has occurred provided in Sections 1.13, 1.15 and is continuing, 1.16) shall be applied ratably to the portion thereof held by each Revolving Lender as determined by its Pro Rata Share. Except as set forth below in clauses (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; and (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to the provisions of this Section 1.3(a); and (iii1.11(a) mandatory prepayments shall be applied or as set forth in Section 1.3, Borrower shall have the right to direct the application of all payments made by it toward Revolving Loans, Swing Line Loans, interest, fees, expenses or any other Obligations. As to any other paymentpayment the application of which is not so directed, and as to all payments made when an Event of Default or a Cash Dominion Event has occurred and is continuing (and, in respect of such Cash Dominion Event, no corresponding Cash Dominion Termination Event has occurred), or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all funds on deposit in the Collection Account, the Cash Collateral Account and/or, in the case of a Cash Dominion Event or an acceleration of the Obligations, the Concentration Account or any other proceeds of Collateral and all payments received from or on behalf of such BorrowerBorrower or any Guarantor, and each Borrower hereby irrevocably agrees that Administrative Agent shall have the continuing exclusive right to apply any and all such funds on deposit in the Collection Account, the Cash Collateral Account, and/or, in the case of a Cash Dominion Event or an acceleration of the Obligations, the Concentration Account or any other proceeds of Collateral and all payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, (i) in the event the Obligations have been accelerated or following the Commitment Termination Date: (A) to Fees and Administrative Agent's and each Co-Syndication Agent's expenses reimbursable expenses then due and payable hereunder, (B) to Agent pursuant to any of the Loan Documents; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, to accrued but unpaid interest then due and payable on the Swing Line Loan; fourth, (C) to the principal balance of payments on the Swing Line Loan until the same has been repaid paid in full; fifth, (D) pro rata to accrued but unpaid interest then due and payable on the Revolving Credit Advances; sixth, (E) pro rata to the outstanding principal balance amount of the Revolving Loans (and applied, with respect to the Revolving Loans, ratably between the Revolving Credit Advances and the cash collateralization of the Letters of Credit in accordance with Annex B) and to the outstanding Obligations constituting Pari Passu Cash Management Obligations, (F) to all other Obligations (other than the Cash Management Obligations) including expenses of Lenders to the extent reimbursable under Section 11.3, (G) to the Cash Management Banks ratably in an amount not to exceed the outstanding Obligations constituting Subordinated Cash Management Obligations and (H) any surplus shall be remitted to Borrower or any other Person lawfully entitled thereto and (ii) on each Business Day in the event either an Event of Default has occurred and is continuing or a Cash Dominion Event has occurred (and no corresponding Cash Dominion Termination Event has occurred), in each case, other than as described in clause (i) above: (A) to Fees and Administrative Agent's and each Co-Syndication Agent's expenses reimbursable hereunder, (B) to accrued but unpaid interest on the Swing Line Loan, (C) to principal payments on the Swing Line Loan until paid in full, (D) to accrued but unpaid interest on the Revolving Credit Advances, (E) to the outstanding principal amount of the Revolving Credit Advances until Advances, (F) to the same has been paid in full; seventh, to any Letter cash collateralization of the Letters of Credit Obligations, to provide cash collateral therefor in the manner set forth in accordance with Annex B; and last , (G) to all other Obligations not described in clauses first through seventh, pro rata (other than the Cash Management Obligations) then due and payable including expenses of Lenders to the Agent extent reimbursable under Section 11.3 and Lenders. Notwithstanding the foregoing, if, at the time of (H) any application of surplus shall be remitted to Borrower or any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullother Person lawfully entitled thereto. (b) Administrative Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, reimbursable costs (including insurance premiums in accordance with Section Sections 5.4(a) and (b)) and interest and principal, other than principal of the Revolving Credit Advances, due and owing by Borrowers Borrower under this Agreement or any of the other Credit Loan Documents if and to the extent 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 time, but in no event in an amount in excess of the Revolving Overadvance amount permitted under Section 1.1(a)(iii), provided that after making such election Administrative Agent shall use reasonable efforts to give Borrower written notice of such election, but the failure of Administrative Agent to so give any such written notice shall not affect the validity of such charges to the Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargesAccount. At Administrative Agent’s 's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder, but such charge shall not constitute a waiver of Section 1.3(b).

Application and Allocation of Payments. (a) If a Cash Dominion Event (other than an event described in clause (a) of the definition thereof) has occurred, funds on deposit in the Concentration Account or the Collection Account shall be applied on a daily basis to amounts then due and payable in the following order: first, to Fees and Agent's expenses reimbursable hereunder, second, on any Interest Payment Date, to accrued but unpaid interest on the Swing Line Loan as of such Interest Payment Date, third, to principal payments on the Swing Line Loan until paid in full, fourth, on any Interest Payment Date, to accrued but unpaid interest on the Revolving Loan as of such Interest Payment Date (first to any Index Rate Loans and then to LIBOR Loans), fifth, to principal payments on the Revolving Loan, sixth, to provide cash collateral for Letter of Credit Obligations if required by Annex B and in the manner described therein, and seventh, to the extent not required by law to be paid to any other Person, as requested by Borrower and in accordance with the Initial Cash Flow Forecast or any subsequent Cash Flow Forecast delivered to Agent or Agent and Lenders pursuant to this Agreement. Notwithstanding anything to the contrary in this Agreement, to the extent any payment is made by any Canadian Foreign Subsidiary directly to Agent and/or Lenders under any Loan Document for application to the Obligations (each, a "Canadian Payment"), then such payment shall be applied in the following order of priority (the "Canadian Payment Priority"): first, to reimbursable expenses of Agent then due and payable pursuant to any Loan Document; second, to the outstanding principal balance of the Swing Line Loan until the same has been paid in full; third, to the outstanding principal balance of Revolving Credit Advances until paid in full; fourth, to accrued but unpaid Fees then due and owing; fifth, to accrued but unpaid interest on the Swing Line Loan; sixth, to accrued but unpaid interest on the Revolving Credit Advances; and last to any Letter of Credit Obligations to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been cash collateralized in the manner set forth therein. (b) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower RepresentativeBorrower, subject to the provisions of Section 1.3(a); ) and (iiiii) mandatory prepayments shall be applied as set forth in Section 1.31.3(c). As 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. If any other payment, and as to all payments made when an Default or Event of Default has occurred and is continuing continuing, or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all funds on deposit in the Concentration Account, the Collection Account and/or the Cash Collateral Account or any other proceeds of Collateral 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 funds on deposit in the Concentration Account, the Collection Account and/or the Cash Collateral Account or any other proceeds of Collateral and all payments against the Obligations of Borrower as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect theretoas set forth in the immediately preceding sentence, funds on deposit in the Concentration Account, the Collection Account and/or the Cash Collateral Account or any other proceeds of Collateral and all payments from any Borrower (other than Canadian Payments which shall be applied to amounts then due and payable in accordance with the Canadian Payment Priority) shall be applied in the following order: first, to Fees and Agent's expenses reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documentshereunder; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, to accrued but unpaid interest then due and payable on the Swing Line Loan; fourththird, to the principal balance of payments on the Swing Line Loan until the same has been repaid paid in full; fourth, to accrued but unpaid interest on the Revolving Loans (first to Index Rate Loans and then to LIBOR Loans); fifth, to interest then due and payable principal payments on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances Loans until the same has been paid in full; seventh, to any Letter of Credit Obligationssixth, to provide cash collateral therefor in the manner set forth in Annex B; and last to all other Obligations not described in clauses first through seventh, pro rata to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all for Letter of Credit Obligations have been fully cash collateralized if required by and in the manner set forth described in Annex B and last, to all obligations other Obligations, including expenses of such Lenders to the extent reimbursable under Section 11.3; thereafter, any surplus shall be remitted to Borrower under its Hedging Agreements have been paid in fullor any other Person lawfully entitled thereto. (bc) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit AdvancesLoans, due and owing by Borrowers Borrower under this Agreement or any of the other Loan Documents if and to the extent 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 of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargestime. At Agent’s 's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan Loans hereunder.

Application and Allocation of Payments. (a) So long as no Default or -------------------------------------- Event of Default has shall have occurred and is be continuing, and regardless of whether Agent or Revolving Credit Agent receives such payment (each of whom hereby agree to transfer any such payment or the appropriate balance thereof, to the other for application in accordance with this Section), (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, applied to the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower RepresentativeBorrower, subject to the provisions of Section 1.3(a1.5(a); and (iiiiv) mandatory prepayments shall be applied as -------------- set forth in Section 1.31.5(c). All payments and prepayments applied to the --------------- Revolving Loan, the Term Loan A Advances or the Term Loan B Advances shall be applied ratably to the portion thereof held by each Lender. As to any each other payment, and as to all payments made when an a Default or Event of Default has shall have occurred and is continuing be continuing, or following the Revolving Loan Commitment Termination Date or Term Loan Commitment Termination Date, 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, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply (or to direct Revolving Credit Agent to apply) any and all such payments against the then due and payable Obligations of Borrower and (to the extent there are no then due and payable Obligations) in repayment of the Loans as Agent may deem advisable notwithstanding any previous entry by Agent or Revolving Credit Agent in the any Loan Account or any other books and records. In the absence of a specific determination by Agent Agent, with respect thereto, payments from any Borrower the same shall be applied to amounts then due and payable in the following order: first, to Fees and reimbursable expenses (i) then due and payable to Agent pursuant to any of the Loan Documents; second, to Fees and any other fees and reimbursable expenses of Lenders owing to the Agent; (ii) then due and payable to Lenders pursuant to any Fees and expenses of the Loan DocumentsLenders; third, to interest (iii) then due and payable interest payments on the Swing Line Loan, ratably in proportion to the principal owed to each Lender; fourth(iv) Obligations to the Lenders other than Fees, expenses, interest and principal payments; and (v) then due and payable principal payments on the Loan, ratably in proportion to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, owed to interest then due and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last to all other Obligations not described in clauses first through seventh, pro rata to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fulleach Lender. (b) Revolving Credit Agent is authorized to, and at its sole election election, may, or at the direction of Agent, shall, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a5.5(a)) and -------------- interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by Borrowers Borrower under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail Borrower fails to promptly 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 of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargesAvailability. At Revolving Credit Agent’s 's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a1) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business matching specific scheduled payments then due shall be applied, first, applied to the Swing Line Loan and, second, to the Revolving Loanthose scheduled payments; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to in accordance with the provisions of Section 1.3(a2.3(1); and (iii) mandatory prepayments shall be applied as set forth in Section 1.32.3(2). 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 Lender shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent Lender may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, advisable (1) to Fees and Lender's expenses reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documentshereunder; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, (2) to interest then due and payable on the Swing Line Loan; fourthLoans, ratably in proportion to the interest accrued as to each Loan or portion thereof; (3) to principal payments on the Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Schedule 2.2, ratably to the aggregate, combined principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due Loans and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last (4) to all other Obligations not described in clauses first through seventh, pro rata to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullObligations. (b2) Agent Lender is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, reasonable costs and expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by Borrowers Borrower under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail Borrower fails to pay promptly any such amounts as and when duedue after receipt of Lender's invoice therefor and provided that Borrower has not promptly disputed the charges reflected therein, 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 of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargestime. At Agent’s Lender's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has shall have occurred and is be continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, applied to the Revolving LoanLoans, and if no Revolving Loans are outstanding at the time of receipt of any such payment, such payment may be invested as provided in SECTION 6.2(G); (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to the provisions of Section 1.3(aSECTION 1.2(A); and (iiiIV) mandatory prepayments shall be applied as set forth in Section 1.3SECTIONS 1.2(C) and (D). As to any 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, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, the (1) to Fees and Lender's expenses reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documentshereunder; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, (2) to interest then due and payable on the Swing Line Loan; fourth, to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due and payable on the Revolving Credit Advances; sixthLoans, ratably in proportion to the outstanding interest accrued as to each Revolving Loan; (3) to principal balance of payments on the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex BLoans; and last (4) to all other Obligations not described in clauses first through seventh, pro rata to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due extent reimbursable under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullSECTION 13.3. (b) Agent Lender is authorized to, and at its sole election may, charge to the Revolving Loan Loans balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(aSECTION 5.4(A)) and interest and principal, other than principal of the Revolving Credit AdvancesLoans, due and owing by Borrowers under this Agreement or any of the other Loan Documents if and to the extent 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 Loans to exceed Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan Loans of any Borrower to exceed such Borrower’s 's separate Borrowing Base after giving effect to such chargesCommitment Sublimit. At Agent’s Lender's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan Loans hereunder.

Application and Allocation of Payments. (a) So long as no -------------------------------------- Default or Event of Default has shall have occurred and is be continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, applied to the Swing Line Loan and, second, to the Working Capital Revolving Loan; , (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments, (iii) voluntary prepayments payments shall be applied as determined by Borrower Representativethe Borrower, subject to the provisions of Section 1.3(a); 3.2, and (iiiiv) mandatory ----------- prepayments shall be applied as set forth in Section 1.33.2. As to any 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 the Borrower hereby irrevocably waives the right to direct the application of any and all payments at any time or times hereafter received from or on behalf of such the Borrower, and each the Borrower hereby irrevocably agrees that Agent the Lender shall have the continuing exclusive right to apply any and all such payments against the then due and payable Obligations of the Borrower and in repayment of the Loans as Agent the Lender may deem advisable notwithstanding any previous entry by Agent the Lender in the Loan Account or any other books and or records. In the absence of a specific determination by Agent the Lender with respect thereto, payments from any Borrower the same shall be applied to amounts then due and payable in the following order: first, to Fees and reimbursable expenses (i) then due and payable to Agent pursuant to any of the Loan Documents; second, to Fees and any other fees and Lender's expenses reimbursable expenses of Lenders hereunder; (ii) then due and payable interest payments under the Loans, ratably in proportion to Lenders pursuant the interest accrued as to any of the Loan Documentseach Loan; third, to interest (iii) then due and payable principal payments on the Swing Line Loan; fourthLoans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to ------- the aggregate, combined principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due Loans and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last to all (iv) Obligations other Obligations not described in clauses first through sevenththan Fees, pro rata to the Agent expenses and Lendersinterest and principal payments. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in full. (b) Agent The Lender is authorized to, and at its sole election option may, charge make or cause to the Revolving Loan balance be made Advances on behalf of each the Borrower and cause to be paid for payment of all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and costs, principal, interest, Transaction Expenses or other than principal of the Revolving Credit Advances, due and Obligations owing by Borrowers the Borrower under this Agreement or any of the other Loan Documents if even if, as a result thereof, such Advance would result in aggregate outstanding Advances exceeding the Borrowing Availability, and the Borrower agrees that, should such excess not be repaid to the extent Borrowers fail Lender immediately, a Default shall be deemed to pay promptly have occurred on the making of such Advance, and any such Advances so made shall be deemed Advances constituting part of the Loans hereunder. If the amounts as and when due, even if received by the Lender in the Collection Account are in excess of the amount of such charges would exceed Borrowing Availability at such time or would cause then outstanding under the aggregate balance of the Working Capital Revolving Loan and amounts currently owing under the Swing Line Loan of any Borrower Acquisition Loan, then the Lender agrees to exceed return such Borrower’s separate Borrowing Base after giving effect to such charges. At Agent’s option and excess amount to the extent permitted Borrower on the day of receipt by law, any charges so made shall constitute part of the Revolving Loan hereunderLender.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower RepresentativeBorrower, subject to the provisions of Section 1.3(a); and (iiiiv) mandatory prepayments shall be applied as set forth in Section 1.3Sections 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 or Default has occurred and is continuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In records (and Agent and each Lender agrees with the absence Agent and each other Lender that notwithstanding anything to the contrary contained herein or otherwise, each payment made (i) when an Event or Default has occurred and is continuing and the maturity of a specific determination by Agent with respect theretoall or any portion of the Obligations has been accelerated or (ii) following the Commitment Termination Date, payments from any Borrower shall be applied to amounts then due and payable in the following orderas follows: first, to Fees and reimbursable expenses of Agent then due and payable to Agent pursuant to any of the Loan Documents; second, to Fees accrued and any unpaid interest with respect to the Loans (other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of than Term Loan C) (pro rata, based upon the Loan Documentsamount thereof); third, to interest then due the principal amount of the Obligations outstanding (other than Term Loan C or Obligations under one or more Interest Rate Agreements) and payable on to cash collateralize outstanding Letters of Credit (pro rata among all such Obligations, based upon the Swing Line Loan; principal amount thereof or the outstanding face amount of such Letters of Credit, as applicable) (and with respect to amounts applied to Term Loan B, to the scheduled installments thereof in inverse order of maturity), fourth, to Obligations under Interest Rate Agreements which the principal balance of Agent has agreed in writing relate to Term Loan B (pro rata, based upon the Swing Line Loan until the same has been repaid in fullamount thereof); fifth, to accrued and unpaid interest then due and payable on the Revolving Credit Advanceswith respect to Term Loan C; sixth, to the outstanding principal balance amount of the Revolving Credit Advances until the same has been paid in fullTerm Loan C; seventh, to any Letter of Credit ObligationsObligations under Interest Rate Agreements (pro rata, based upon the amount thereof); and eighth, to provide cash collateral therefor in the manner set forth in Annex B; and last to all any other Obligations not described in clauses first through seventh, pro rata to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share and owing (i) on a pro rata basis in applications referred to in clauses sixth and seventhrata, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in based upon the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullamount thereof). (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by Borrowers Borrower under this Agreement or any of the other Loan Documents if and to the extent 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 of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargestime. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to all amounts owing by any Credit Party under the Swing Line Loan andPre-Petition Credit Agreement or any of the loan documents or instruments entered into in connection therewith (other than for purposes of providing cash collateral with respect to the Existing Letters of Credit), 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 as determined by Borrower Representative, subject to in accordance with the provisions of Section 1.3(a); and (iiiiv) mandatory prepayments shall be applied as set forth in Section 1.3Sections 1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. Any other payment shall be applied as directed by the Borrower Representative. As to any other payment, and as to all payments made when 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 and all amounts owing by any Credit Party under the Pre-Petition Credit Agreement or any of the loan documents or instruments entered into in connection therewith (other than for purposes of providing cash collateral with respect to the Existing Letters of Credit) as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records; provided, that (i) Agent shall apply payments first to amounts that are then due and payable and (ii) to the extent any payment received by Agent following an Event of Default is applied (x) to interest on the Loans (other than the Swing Line Loan), a pro rata portion of such payment shall be applied to interest on Swap Related Reimbursement Obligations based upon the aggregate unpaid amounts owing to each holder thereof, and (y) to principal on the Loans (other than the Swing Line Loan), a pro rata portion of such payment shall be applied to unpaid Swap Related Reimbursement Obligations based upon the aggregate unpaid amounts owing to each holder thereof. In all circumstances, after acceleration or maturity of the absence Obligations, all payments and proceeds of a specific determination by Agent with respect thereto, payments from any Borrower Collateral shall be applied to amounts then due and payable in the following order: first: (1) all amounts owing by any Credit Party under the Pre-Petition Credit Agreement or any of the loan documents or instruments entered into in connection therewith (other than for purposes of providing cash collateral with respect to the Existing Letters of Credit) (2) to reimburse the L/C Issuer for all unreimbursed draws or payments made by it under Letters of Credit, (3) to Fees and Agent’s expenses reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documentshereunder; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, (4) to interest then due and payable on the Swing Line Loan; fourth(5) to principal payments on the Swing Line Loan; (6) to interest on the other Loans and unpaid Swap Related Reimbursement Obligations, ratably in proportion to the interest accrued as to each Loan and unpaid Swap Related Reimbursement Obligation, as applicable; (7) to principal payments on the other Loans and unpaid Swap Related LEGAL_US_E # 82813718.8 Reimbursement Obligations and to provide cash collateral for contingent Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the Swing Line Loan until the same has been repaid in full; fifthother Loans, to interest then due unpaid Swap Related Reimbursement Obligations and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last (8) to all other Obligations not described in clauses first through seventhObligations, pro rata including expenses of Lenders to the Agent extent reimbursable under Section 11.3; and Lenders. Notwithstanding the foregoing, if, at the time of (9) any application of remainder shall be remitted to Borrowers or any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullother Person legally entitled thereto. (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)5.7) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by Borrowers under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail to pay promptly any such amounts as and when due, even if the amount of such charges would exceed the Borrowing Availability at such time or would cause the aggregate balance of the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargestime. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder. Agent will give Borrower Representative notice of any such charge promptly after such charge is made.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.3. 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 at any time or times hereafter received from or on behalf of such Borrower, Borrower and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the then due and payable Obligations of Borrower and in repayment of the Revolving Credit Loan, Letter of Credit Obligations and the Term Loans, as Agent may deem advisable notwithstanding any previous entry by Agent in upon the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect 1.4 thereto, payments from any Borrower the same shall be applied to amounts then due and payable in the following order: first, (i) to Fees and reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documents; second, to Fees and any other fees and reimbursable expenses of Lenders expenses; (ii) to then due and payable interest payments on the Term Loans and on the Revolving Credit Loan; (iii) to Lenders pursuant Obligations other than Fees, expenses and interest and principal payments; and (iv) to any of the Loan Documents; third, to interest then due and payable principal payments on the Swing Line Loan; fourthTerm Loans and on the Revolving Credit Loans, and (v) to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest all other then due and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last to all other Obligations not described in clauses first through seventh, pro rata to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in full. (b) Agent is authorized to, and and, upon the expiration of the applicable time period, if any, set forth in Section 8.1 hereof, at its sole election option may, charge make or cause to the be made Revolving Loan balance Credit Advances on behalf of each Borrower and cause to be paid for payment of all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and costs, principal, interest, or other than principal of the Revolving Credit Advances, due and Obligations owing by Borrowers Borrower under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail Borrower fails to promptly pay promptly any such amounts as and when due, even if the amount of such charges Revolving Credit Advance would cause total Revolving Credit Advances to exceed Borrowing Availability at such time or would cause the aggregate balance of the Maximum Revolving Credit Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargesamount. At Agent’s '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.

Application and Allocation of Payments. (a) So long Lender is authorized to, and at its option may, make or cause to be made Advances on behalf of Borrowers for payment of all Fees, expenses, Charges, costs, principal, interest, or other Obligations owing by Borrower under this Agreement or any of the other Loan Documents if and to the extent any such Borrower fails to promptly pay any such amounts as no Event of Default has occurred and is continuingwhen due, (i) payments consisting of proceeds of Accounts received in even if such Advance would cause total Advances to exceed the ordinary course of business Commitment. At Lender's option and to the extent permitted by law, any advances so made shall be applied, first, to deemed Advances constituting part of the Swing Line Loan and, second, to Loans hereunder. Following the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to occurrence and during the provisions continuance of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.3. 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 DateDefault, each Borrower Borrowers hereby irrevocably waives waive the right to direct the application of any and all payments at any time or times hereafter received from or on behalf of any such Borrower, and each Borrower hereby irrevocably agrees that Agent Lender shall have the continuing exclusive right to apply any and all such payments against the then due and payable Obligations of Borrowers and in repayment of the Loan as Agent Lender may deem advisable notwithstanding any previous entry by Agent in Lender upon the Loan Account or any other books and records. In the absence of a specific determination by Agent Lender with respect thereto, payments from any Borrower the same shall be applied to amounts then due and payable in the following order: first, (a) to Fees and reimbursable expenses then due and payable interest payments on the Loans; (b) to Agent pursuant principal payments on the Loans; (c) to any of the Loan Documents; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable Fees and expenses; (d) to Lenders pursuant to any of the Loan Documents; third, to interest then due and payable on the Swing Line LoanObligations other than Fees, expenses and interest and principal payments; fourth, and (e) to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest all other then due and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last to all other Obligations not described in clauses first through seventh, pro rata to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in full. (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit Advances, due and owing by Borrowers under this Agreement or any of the other Loan Documents if and to the extent 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 of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such charges. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) a. So long as no Event of Default has shall have occurred and is be continuing, (i) payments consisting of proceeds of Accounts arising from the sale or lease of Inventory or the rendition of services and Inventory received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, applied to the Revolving LoanLoan Obligations; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to the provisions of Section 1.3(a)1.2.1; and (iiiiv) mandatory prepayments shall be applied as set forth in Section 1.31.2.3 or Section 6.8(g), as applicable. As All payments and prepayments applied to the Term Loan shall be applied for the benefit of the Term Lenders ratably in proportion to each such Term Lender's Commitment with respect to the Term Loan. All payments and prepayments applied to the Revolving Loan shall be applied for the benefit of the Revolving Lenders ratably in proportion to each such Revolving Lender's Commitment with respect to the Revolving Loan. All payments and prepayments applied to the Master Lease shall be applied for the benefit of the Lessors ratably in proportion to each such Lessor's Commitment with respect to the Master Lease. b. At any other payment, and as to all payments made time when an Event of Default has shall have occurred and is continuing be continuing, any amounts received by the Agent, the Revolving Credit Agent or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower Lenders shall be applied to amounts then due and payable in as follows: (i) Any proceeds of the following orderdisposition of Accounts arising from the sale or lease of Inventory or the rendition of services or Inventory shall be applied: first, ratably to Fees pay the Revolving Loan Obligations in respect of any fees and reimbursable expenses then reimbursements, indemnities and other similar amounts due and payable to Revolving Lenders or the Revolving Credit Agent pursuant to any of the Loan Documentsuntil paid in full; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, to interest then due and payable on the Swing Line LoanRevolving Credit Advances made to Borrowers until paid in full; fourththird, to the principal balance of the Swing Line Loan Revolving Credit Advances outstanding to Borrowers until the same has shall have been repaid paid in full and then to a cash collateral account to secure the Letter of Credit Obligations; fourth, ratably to pay the Term Loan Obligations and the Master Lease Obligations in respect of any fees and reimbursements, indemnities and other similar amounts due to Term Lenders, Lessors, or Agent until paid in full; fifth, to interest then due and payable on the Revolving Credit AdvancesTerm Loan and the Master Lease ratably based upon the Pro Rata Shares held by the respective Term Lenders and Lessors; sixth, to prepay the outstanding Term Loan until the principal balance of the Term Loan is not greater than the unamortized capitalized lessor's cost under the Master Lease; and seventh to the principal balance of the Term Loan and the unamortized capitalized lessor's cost under the Master Lease, ratably based upon the Pro Rata Shares held by the respective Term Lenders and Lessors. (ii) Any mandatory prepayments arising from the sale or disposition of all of the stock of a Borrower shall be applied as follows: An amount equal to the book value of the Accounts arising from the sale or lease of Inventory or the rendition of services and Inventory of such Borrower shall be applied first to interest then due and payable on Revolving Credit Advances made to Borrowers; and second, to the principal balance of Revolving Credit Advances outstanding to Borrowers until the same has shall have been paid in full; sevenththird to interest then due and payable on the Term Loan and the Master Lease ratably based upon the Pro Rata Shares held by the respective Term Lenders and Lessors; fourth, to any Letter prepay the Term Loan until the principal balance of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex BTerm Loan is not greater than the unamortized capitalized lessor's cost under the Master Lease; and last to all other Obligations not described in clauses first through seventh, pro rata fifth to the Agent principal balance of the Term Loan and Lendersthe unamortized capitalized lessor's cost under the Master Lease, ratably based upon the Pro Rata Shares held by the respective Term Lenders and Lessors. Notwithstanding the foregoing, if, at the time of any application The remainder of any such payment the Commitment Termination Date has occurredmandatory prepayment shall be applied first, amounts to interest then due and payable on the Term Loan and the Master Lease ratably based upon the Pro Rata Shares held by the respective Term Lenders and Lessors; second, to prepay the Term Loan until the principal balance of the Term Loan is not greater than the unamortized capitalized lessor's cost under Hedging Agreements from any Borrower shall share (i) the Master Lease; third, to the principal balance of the Term Loan and the unamortized capitalized lessor's cost under the Master Lease, ratably based upon the Pro Rata Shares held by the respective Term Lenders and Lessors; fourth, to interest then due and payable on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in fullmade to Borrowers; and fifth, all Letter to the principal balance of Revolving Credit Obligations have been fully cash collateralized in Advances outstanding to Borrowers until the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements same shall have been paid in full. (biii) All other amounts received shall be applied: first, ratably to pay the Term Loan Obligations and the Master Lease Obligations in respect of any fees and reimbursements, indemnities and other similar amounts due to Term Lenders, Lessors, or Agent until paid in full; second, to interest then due and payable on the Term Loan and the Master Lease ratably based upon the Pro Rata Shares held by the respective Term Lenders and Lessors; third, to prepay the Term Loan until the principal balance of the Term Loan is not greater than the unamortized capitalized lessor's cost under the Master Lease; fourth to the principal balance of the Term Loan and the unamortized capitalized lessor's cost under the Master Lease, ratably based upon the Pro Rata Shares held by the respective Term Lenders and Lessors; fifth, ratably to pay the Revolving Loan Obligations in respect of any fees and reimbursements, indemnities and other similar amounts due to Revolving Lenders or the Revolving Credit Agent until paid in full; sixth, to interest then due and payable on Revolving Credit Advances made to Borrowers until paid in full; and seventh, to the principal balance of Revolving Credit Advances outstanding to Borrowers until the same shall have been paid in full and then to a cash collateral account to secure the Letter of Credit Obligations. As to all payments made when an Event of Default shall have occurred and be continuing each Borrower hereby irrevocably agrees that Agent or Revolving Credit Agent, as applicable, shall have the right to apply any and all such payments against the Obligations as set forth above, notwithstanding any previous entry by Agent or Revolving Credit Agent in its respective Loan Account or any other books and records. 1.10.1 Revolving Credit Agent is authorized to, and at its sole election may, upon notice to the Borrowers, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by Borrowers under this Agreement or any of the other Loan Operative Documents if and to the extent Borrowers fail to promptly pay promptly any such amounts as and when duedue and payable pursuant to the terms hereof, even if the amount of so long as such charges would exceed Borrowing Availability at such time or would not cause the aggregate outstanding balance of the Revolving Loan Credit Advances to exceed Borrowing Availability and would not cause the sum of the outstanding balance of the Revolving Credit Advances and the Swing Line Loan outstanding Letter of any Borrower Credit Obligations of the Borrowers to exceed such Borrower’s separate the Aggregate Borrowing Base after giving effect to such chargesBase. At Revolving Credit Agent’s 's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long If there has not been a Default and in the absence of a specific determination by Lender with respect to the order of applying payments, payments received by Lender on account of Accepted P.O.s will be applied as no Event of Default has occurred and is continuing, follows: (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, pay Lender's expenses which have been incurred or committed; (ii) second, to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to payment of Lender's fees and interest in connection with the provisions of Section 1.3(a)Advance; and (iii) mandatory prepayments shall be applied as set forth third, to the payment or reimbursement in Section 1.3full of all Obligations to Lender in connection with an Accepted P.O. and all other Accepted P.O.s. As to any other payment, and as to all payments made when an Event of after a 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 such Borrower, Borrower and each Borrower hereby irrevocably agrees that Agent Lender shall have the continuing exclusive right to apply any and all such payments against the Obligations in such order as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and recordsLender shall determine. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, to Fees and reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documents; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, to interest then due and payable on the Swing Line Loan; fourth, to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last to all other Obligations not described in clauses first through seventh, pro rata to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in full. (b) Agent Lender is authorized to, and at its sole election mayoption may (without prior notice or precondition and at any time or times), charge but shall not be obligated to, make or cause to the Revolving Loan balance be made Advances on behalf of each Borrower and cause to be paid Borrower (a) payment of all Feesfees, expenses, Chargesindemnities, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and charges, costs, principal, interest, or other than principal of the Revolving Credit Advances, due and Obligations owing by Borrowers Borrower under this Agreement or any of the other Loan Documents if and Documents, (b) the payment, performance or satisfaction of any of Borrower's obligations with respect to preservation of the extent Borrowers fail to pay promptly Collateral or otherwise under this Agreement, or (c) any such amounts as and when duepremium in whole or in part required in respect of any of the policies of insurance required by this Agreement, even if the amount making of any such charges would exceed Borrowing Availability at such time or would cause Advances causes the aggregate outstanding balance of the Revolving Loan and the Swing Line Loan of any Borrower Advances to exceed the Maximum Amount, and Borrower agrees to repay immediately, in cash such Borrower’s separate Borrowing Base after giving effect to such charges. At Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunderAdvances.

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 proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, applied to the Revolving Loan; (ii) voluntary prepayments payments matching specific scheduled payments then due shall be applied as determined by Borrower Representative, subject to the provisions of Section 1.3(a)those scheduled payments; and (iii) mandatory prepayments shall be applied as set forth in Section 1.31.3(c). As to any 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, Borrower and each Borrower hereby irrevocably agrees that Agent Lender shall have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as Agent Lender may deem advisable notwithstanding that any previous entry by Agent Lender in the Loan Account or any other books and recordsrecords of a similar item was entered in a manner inconsistent with the application Lender elects during such continuation of an Event of Default. In the absence of a specific determination by Agent Lender with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, (A) to Fees and Lender's expenses reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documentshereunder; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, (B) to interest then due and payable on the Swing Line Loan; fourth, to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due and payable on the Revolving Credit AdvancesLoan; sixth, (C) to the outstanding principal balance of payments on the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, Loan and to provide cash collateral therefor for Letter of Credit Obligations in the manner set forth described in Annex B; and last (D) to all other Obligations not described in clauses first through seventh, pro rata to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due extent reimbursable under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullSection 11.3. (b) Agent Lender is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower Borrowers and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by Borrowers under this Agreement or any of the other Loan Documents if and to the extent 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 of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargescharges to exceed Borrowing Availability. At Agent’s Lender's option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Tranche A Revolving LoanCredit Advances; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower RepresentativeBorrower, subject to the provisions of Section 1.3(a); and (iiiiv) mandatory prepayments shall be applied as set forth in Section 1.3Sections 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, 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 Borrower as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, to Fees and reimbursable expenses of Agent then due and payable to Agent pursuant to any of the Loan Documentspayable; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, to interest then due and payable on the Swing Line Loan; third, to the principal balance of the Swing Line Loan until the same has been paid in full; fourth, to interest then due and payable on the Revolving Credit Advances; fifth, to the principal balance of the Tranche A Revolving Credit Advances until the same has been paid in full; sixth to any Letter of Credit Obligations to provide cash collateral therefor in the manner described in Annex B until all such Letter of Credit Obligations have been fully cash collateralized; seventh, to the principal balance of the Tranche B Credit Advances (which shall automatically result in a corresponding permanent reduction of the Tranche B Loan Commitments) until the same has been paid in full; and eighth, to all other Obligations, including, without limitation, expenses of the Revolving Lenders to the extent reimbursable under Section 11.3. After the Commitment Termination Date or with respect to any payments received or payments received as proceeds of Collateral from and after any Event of Default has occurred or is continuing, such payments shall be applied by Agent to amounts then due and payable in the following order: first, to Fees (other than the Fees payable pursuant to Section 1.9(c)) and reimbursable expenses of Agent then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on the Swing Line Loan; third, to the principal balance of the Swing Line Loan until the same has been repaid in full; fifthfourth, to interest (including any Default Rate of interest payable pursuant to Section 1.5(d)) and any Fee payable under Section 1.9(c) then due and payable on the Tranche A Revolving Credit Advances; sixthfifth, to the outstanding principal balance of the Tranche A Revolving Credit Advances Advances, until the same has been paid in full; seventhsixth, to any Letter of Credit Obligations, Obligations to provide cash collateral therefor in the manner set forth in Annex B; and last to all other Obligations not described in clauses first through seventh, pro rata to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, B until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B; seventh, to the principal balance of the Tranche B and all obligations of such Borrower under its Hedging Agreements have Credit Advances until the same has been paid in full. (b) ; and eighth, to all other Obligations including, without limitation, expenses of the Revolving Lenders to the extent reimbursable under Section 11.3. Agent is authorized to, and at its sole election may, charge to the Tranche A Revolving Loan Credit Advances balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by Borrowers Borrower under this Agreement or any of the other Loan Documents if and to the extent 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 of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargestime. At Agent’s 's option and to the extent permitted by law, any charges so made shall constitute part of the principal of the Tranche A Revolving Loan Credit Advances hereunder.

Application and Allocation of Payments. (a) So As long as no Default or Event of Default has shall have occurred and is be continuing, all payments shall be applied in the following order: (i) payments consisting to pay the Lender's reasonable fees and expenses (including late fees and costs of proceeds collection and amounts expended in connection with the sale or administration of Accounts received in the ordinary course of business shall be appliedCollateral and protective advances pursuant to this Agreement or the other Loan Documents), first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject then to the provisions of Section 1.3(a); accrued but unpaid interest and (iii) mandatory prepayments shall be applied as set forth then to reduction of the outstanding principal balance of the Loan (in Section 1.3the inverse order of maturity, whether or not then due). As to any other payment, and as to all payments made when a Default or an Event of Default has shall have occurred and is continuing or following be continuing, 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 the Borrower, and each the Borrower hereby irrevocably agrees that Agent the Lender shall have the continuing exclusive right to apply any and all such payments against the Obligations in such order and manner as Agent the Lender may deem advisable notwithstanding any previous entry by Agent the Lender in the Loan Account any books or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, to Fees and reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documents; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, to interest then due and payable on the Swing Line Loan; fourth, to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last to all other Obligations not described in clauses first through seventh, pro rata to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in full. (b) Agent Except with respect to the Indebtedness listed on Schedule 10.5 (and then only if the Section 10.5 Conditions are satisfied), the Lender is authorized to, and at its Lender's sole election may, charge to the Revolving Loan balance on behalf of each the Borrower and cause to be paid (W) all Feesfees, expenses, Chargescharges, costs (including insurance premiums in accordance with Section 5.4(a)7.2) and interest and principalinterest, other than principal of the Revolving Credit AdvancesLoan, due and owing by Borrowers the Borrower under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail the Borrower fails to promptly 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 to exceed the Swing Line Loan Amount, (X) any Indebtedness of any Borrower Group Member which is in default, is past due or the non-payment of which would allow the holder of such Indebtedness to exceed retain, seize or foreclose on the obligor's or any other Borrower Group Member's cash or other assets, (Y) any Indebtedness as to which the holder has become entitled to retain or apply excess cash flow otherwise to be made available to any Borrower Group Member, whether due to a failure to satisfy a financial covenant or test or otherwise, and (Z) any other obligation or Indebtedness of any Borrower Group Member pursuant to which any Borrower Group Member has received a notice of default and is not contesting such Borrower’s separate Borrowing Base after giving effect default in good faith and with reasonable diligence or as to such chargeswhich the creditor has obtained a judgment. If Lender makes any payments set forth in the preceding sentence, Lender shall be subrogated to the rights of any creditor so paid. At Agent’s the Lender's option and to the extent permitted by law, any charges advances so made shall constitute part of the Revolving Loan hereunder, and shall bear interest at the lesser of (such rate being the "Payoff Rate") (a) 20% per annum or (b) the Maximum Lawful Rate, and Borrower shall additionally pay to Lender on the date of any such advance a fee of 3.5% of the amount of any such advance under this Section 2.10(b) (collectively, the "Protective Advance Default Rate"). The circumstances described in (W), (X), (Y) and/or (Z) above being collectively referred to as the "Payoff Events").

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments received from or with respect to Obligations of a Borrower consisting of proceeds of Accounts of such Borrower (or in the case of a US Borrower, its Domestic Subsidiaries) received in the ordinary course of business shall be applied, first, to the Swing Line Loan (in the case of the US Borrower) and, second, to the Applicable Borrower’s Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments; (iii) voluntary prepayments shall be applied as determined by Borrower RepresentativeRepresentative or UK Borrower, as applicable, subject to the provisions of Section 1.3(a); and (iiiiv) mandatory prepayments pursuant to Section 1.3(b)(i) shall be applied as set forth in Section 1.3. As 1.3(b)(i) and (ii) and mandatory prepayments pursuant to Section 1.3(b)(ii) and (iii) shall be applied as set forth in Section 1.3(c); (v) prepayments from insurance or condemnation proceeds shall be applied as set forth in Section 1.3(d); and (vi) any other paymentpayments by the Applicable Borrower shall be applied to the Revolving Loan, and after the Revolving Loan has been paid in full, to Obligations with respect to Bank Products then due and payable. 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. (b) 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 such payments received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that the Applicable Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations of the Applicable Borrowers as such Agent may deem advisable notwithstanding any previous entry by the Applicable Agent in the Loan Account or any other books and records. In the absence of a specific determination by Applicable Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable in the following order: first, to Fees and reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documents; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, to interest then due and payable on the Swing Line Loan; fourth, to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner order set forth in Annex B; Section 1.3(c) and last then to all other Obligations not described in clauses first through seventhof the Applicable Borrower, pro rata including expenses of Lenders to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due extent reimbursable under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullSection 11.3. (bc) The Applicable Agent is authorized to, and at its sole election may, charge to the applicable Revolving Loan balance on behalf of each the Applicable Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit AdvancesLoan, due and owing by Borrowers such Borrower under this Agreement or any of the other Loan Documents if and to the extent Borrowers fail such 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 US Revolving Loan and the Swing Line Loan of any Borrower to US Borrowers to exceed such Borrower’s separate the US Borrowing Base or cause the balance of the UK Revolving Loan to exceed the UK Borrowing Base, after giving effect to such charges. At the Applicable Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred All payments and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, prepayments -------------------------------------- applied to the Swing Line a particular Loan and, second, to the Revolving Loan; (ii) voluntary prepayments shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share of such Loan. Borrower Representative, subject to the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.3. 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 at any time or times hereafter received from or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall have the continuing exclusive right to apply (subject to any agreement among any of the Lenders and acknowledged by Agent that modifies the order or right of payment of any of the Loans) any and all such payments against the then due and payable Obligations of Borrower and (to the extent there are no then due and payable Obligations) in repayment of the Term Loan and the Acquisition Line Advances as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower the same shall be applied to amounts then due and payable in the following order: first, to Fees and reimbursable expenses (i) then due and payable Fees, expenses and other Obligations owing to Agent pursuant to any of the Loan DocumentsAgent; second, to Fees and any other fees and reimbursable expenses of Lenders (ii) then due and payable to Lenders pursuant to any Fees and expenses of the Loan DocumentsLenders; third, to interest (iii) then due and payable interest payments on Note A, Note B, Note C and the Swing Acquisition Line LoanNote, on a pari passu basis (unless otherwise specified in any agreement among any of the Lenders and acknowledged by Agent); fourth, (iv) Obligations to the Lenders other than Fees, expenses and interest and principal balance of the Swing Line Loan until the same has been repaid in fullpayments; fifth, to interest and (v) then due and payable principal payments on Note A, Note B, Note C and the Revolving Credit Advances; sixthAcquisition Line Note, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last to all other Obligations not described in clauses first through seventh, pro rata to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata pari passu basis (unless otherwise specified in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in full. (b) Agent is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of each Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit Advances, due and owing by Borrowers under this Agreement or any agreement among any of the other Loan Documents if Lenders and to the extent 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 of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such charges. At acknowledged by Agent’s option and to the extent permitted by law, any charges so made shall constitute part of the Revolving Loan hereunder).

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, Prior to the Swing Line Loan anddate on which the Final Accounting for any Liquidation Sale is approved by Lender, second, to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.3. 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 at any time or times received from or on behalf of any Borrower (or from or on behalf of any Liquidator JV) with respect to such BorrowerLiquidation Sale (including any Liquidation Sales where a Borrower or a Liquidator JV, and each Borrower hereby irrevocably agrees that Agent as applicable, provided an Overbid, whether or not Lender financed any portion of such Overbid) shall have be applied, subject to the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent Final Accounting, in the Loan Account or any other books and records. In following order: (i) first, to repay the absence outstanding principal of a specific determination Revolving Credit Advances (including Total Expense Advances) made by Agent with respect theretoLender to fund Expenses of the applicable Liquidation Sale; (ii) second, payments from any Borrower shall be applied to amounts pay then due and payable interest with respect to the applicable Revolving Credit Advances made in connection with such Liquidation Sale; (iii) third, to pay then due and payable Letter of Credit Fees with respect to the applicable Letters of Credit issued in connection with such Liquidation Sale; (iv) fourth, to pay all other then due and payable Fees (other than the Success Fee) and other Obligations incurred by Borrower in connection with such Liquidation Sale, other than interest or principal with respect to Revolving Credit Advances and Letter of Credit Fees to the extent set forth in clauses (i), (ii) and (iii) of this Section 2.8(a); (v) fifth, to repay the outstanding principal of all Revolving Credit Advances (other than those referred to in clause (i) of this Section 2.8(a)) made with respect to such Liquidation Sale; (vi) sixth, to be held by Lender as cash collateral for Letter of Credit Obligations in the manner described in Annex B until all of such Letter of Credit Obligations with respect to the applicable Liquidation Sale have been fully cash collateralized to the extent required in Annex B; (vii) seventh, to fund a reserve held by Lender for all Expenses shown on the Budget that have not been paid or yet incurred with respect to the applicable Liquidation Sale, to the extent such Expenses have not been otherwise reserved for under a Letter of Credit; (viii) eighth, to fund a reserve held by Lender for the Recovery Amount with respect to the applicable Liquidation Sale; (ix) ninth, to Borrowers, to reimburse Borrowers for duly documented Expenses paid by Borrowers with respect to the applicable Liquidation Sale that were not funded with Revolving Credit Advances; (x) tenth, to deposits to the Disbursement Account, for the benefit of Borrowers, for payment of up to the Borrower Equity Amount; (xi) eleventh, to any other unpaid amounts due to Lender in respect to other outstanding Obligations incurred in connection with other Liquidation Sales that have been completed; (xii) twelfth, to Lender as preliminary payments for the Success Fee for such Liquidation Sale based on the Net Profit Margin with respect to such Liquidation Sale; (xiii) thirteenth, to the extent the UK Credit Agreement is in effect, to Burdale for any unpaid amounts due to Burdale pursuant to the UK Credit Agreement in connection with completed Liquidation Sales (but only if at the completion of a permitted transaction under the UK Credit Agreement there is a shortfall in the repayment of any amounts due in connection therewith pursuant to the UK Credit Agreement, which shortfall has not been repaid within two (2) business days of Borrower’s receipt of written notice from Lender in which such shortfall is identified); (xiv) fourteenth, ninety percent (90%) of the remaining amount, if any deposited into the Disbursement Account for the benefit of Borrowers; and (xv) fifteenth, the remaining ten percent (10%) to be held by Lender pending completion of the Final Accounting. Upon the Final Accounting, any remaining amounts received by Lender with respect to such Liquidation Sale after application in accordance with the order set forth above, shall be applied in the following order: first, to Fees and reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documents; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, to interest then due and payable on the Swing Line Loan; fourth, to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last to all other Obligations not described in clauses first through seventh, pro rata to the Agent and Lenders. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth payment of any unpaid portion of the Success Fee, if any, with respect to such Liquidation Sale; and sevenththen (ii) to deposits to the Disbursement Account, until all Revolving Credit Advances have been paid in full, all Letter for the benefit of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in fullBorrowers. (b) Agent If upon the Final Accounting it is determined that any payments previously applied in accordance with Section 2.8(a) need to be adjusted to reflect the actual amounts of all of the items set forth in Section 2.8(a), and that the amount received by either party is greater than the amount than such party is ultimately determined to be entitled to receive, then such party shall pay the amount of such excess to the other party. (c) Lender is authorized to, and at its sole election may, charge to the Revolving any applicable Loan balance on behalf Account of each Borrower Borrowers and cause to be paid by Revolving Credit Advances hereunder all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and principal, other than principal of the Revolving Credit Advances, due and amounts owing by Borrowers any Borrower under this Agreement or any of the other Loan Documents with respect to a Liquidation Borrowing, if and to the extent Borrowers fail Borrower fails to promptly 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 outstanding Obligations to exceed the Revolving Loan and the Swing Line Loan of any Borrower to exceed such Borrower’s separate Borrowing Base after giving effect to such chargesCeiling. At Agent’s option and to To the extent permitted by lawapplicable Law, any charges so made shall constitute part of the Revolving Loan Obligations hereunder. (d) To the extent that Lender applies any cash payment to a reserve or cash collateral account maintained by Lender pursuant to Section 2.8(a), Lender shall credit interest to any such account in an amount equal to the actual interest that Lender earns on overnight deposits.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied, first, to the Swing Line Loan and, second, to the Revolving Loan; (ii) voluntary prepayments shall be applied as determined by Borrower Representative, subject to the provisions of Section 1.3(a); and (iii) mandatory prepayments shall be applied as set forth in Section 1.3. 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 Lender shall have the continuing and exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable notwithstanding any previous entry by Agent in the Loan Account or any other books and records. In the absence of a specific determination by Agent with respect thereto, payments from any Borrower shall be applied to amounts then due and payable Obligations in the following order: first, to Fees and reimbursable expenses then due and payable to Agent pursuant to any of the Loan Documents; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable to Lenders pursuant to any of the Loan Documents; third, to interest then due and payable on the Swing Line Loan; fourth, to the principal balance of the Swing Line Loan until the same has been repaid in full; fifth, to interest then due and payable on the Revolving Credit Advances; sixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; seventh, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B; and last to all other Obligations not described in clauses first through seventh, pro rata to the Agent and Lenderssuch order as Lender may deem advisable. Notwithstanding the foregoing, if, at the time of any application of any such payment the Commitment Termination Date has occurred, amounts then due under Hedging Agreements from any Borrower shall share (i) on a pro rata basis in applications referred to in clauses sixth and seventh, until all Revolving Credit Advances have been paid in full, all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B and all obligations of such Borrower under its Hedging Agreements have been paid in full. (b) Agent Lender is authorized to, and at its sole election mayoption may (without prior notice or precondition and at any time or times), charge but shall not be obligated to, make or cause to the be made Revolving Loan balance Credit Advances on behalf of each Borrower and cause to be paid Borrower, for: (a) payment of all Fees, expenses, Chargesindemnities, costs (including insurance premiums in accordance with Section 5.4(a)) and interest and charges, costs, principal, interest, or other than principal of the Revolving Credit Advances, due and Obligations owing by Borrowers Borrower under this Agreement or any of the other Loan Documents if Documents; (b) the payment, performance or satisfaction of any of Borrower’s obligations with respect to preservation of the Collateral; (c) any premium in whole or in part required in respect of any of the policies of insurance required by this Agreement; or (d) the partial repayment of the EDC Loan, on the date that certain manufactured goods in respect of which Borrower had paid a Foreign Production Deposit are listed on a bxxx of lading and therefore become (with the agreement of Lender) Eligible Inventory, at which time Lender will repay a portion of the EDC Loan in an amount equal to the extent Borrowers fail Foreign Production Deposit paid by Borrower for those manufactured goods now determined to pay promptly any such amounts as and when duebe Eligible Inventory, even if the amount making of any such charges would exceed Borrowing Availability at such time or would cause Revolving Credit Advance causes the aggregate outstanding balance of the Revolving Loan and the Swing Line Loan of any Borrower Credit Loans to exceed such Borrower’s separate the Borrowing Base after giving effect Availability, and Borrower agrees to such charges. At Agent’s option and to the extent permitted by lawrepay immediately, in cash, any charges so made shall constitute part of amount by which the Revolving Loan hereunderCredit Loans exceeds the Borrowing Availability.