Common use of Application and Allocation of Payments Clause in Contracts

Application and Allocation of Payments. So long as no Event of Default has occurred and is continuing, (i) payments of regularly scheduled payments then due shall be applied to those scheduled payments, (ii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a), and (iii) mandatory prepayments shall be applied as set forth in Sections 2.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to all payments made when an Event of Default has occurred and is continuing, Borrower hereby irrevocably waives the right to direct the application of any and all payments received from a Credit Party. All voluntary prepayments shall be applied as directed by Borrower in accordance with the provisions of Section 2.3(a). In all circumstances after an Event of Default, all payments and all proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s expenses reimbursable hereunder; (2) to interest on the Loans, ratably in proportion to the interest accrued as to each Loan; and (3) to all other Obligations hereunder on a ratable basis, including expenses of Lenders to the extent reimbursable under Section 12.3.

Application and Allocation of Payments. (a) So long as no Event of Default has occurred and is continuing, (i) payments of regularly scheduled payments then due shall be applied to those scheduled payments, (ii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a1.3(a), ; and (iiiii) mandatory prepayments shall be applied as set forth in Sections 2.3(d1.3(c) and 1.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Shareapplicable Commitment. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuingcontinuing or following the Commitment Termination Date, Borrower Borrowers hereby irrevocably waives waive the right to direct the application of any and all payments received from or on behalf of a Credit Party. All voluntary prepayments Borrower, and Borrowers hereby irrevocably agree that Requisite Lenders shall be applied have the continuing exclusive right to apply any and all such payments against the Obligations as directed Requisite Lenders may deem advisable notwithstanding any previous entry by Borrower Agent in accordance with the provisions of Section 2.3(a)Loan Account or any other books and records. In all circumstances the absence of a specific determination by Requisite Lenders with respect thereto and after an Event acceleration or maturity of Defaultthe Obligations, all payments and all proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Agent's expenses and to Fees and Agent’s expenses reimbursable hereunder; (2) to interest on the Loans, ratably in proportion to the interest accrued as to each Loan; (3) to principal of the Loans and (34) to all other Obligations hereunder on a ratable basis, including expenses of Lenders to the extent reimbursable under Section 12.311.3.

Application and Allocation of Payments. So long as no Event of Default has occurred and is continuing, (i) payments of regularly scheduled payments then due shall be applied to those scheduled payments, (ii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a), and (iii) mandatory prepayments shall be applied as set forth in Sections 2.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to all payments made when an Event of Default has occurred and is continuing, The Borrower hereby irrevocably waives the right to direct the application of any and all payments at any time or times hereafter received from a Credit Party. All voluntary prepayments or on behalf of the Borrower, and the Borrower irrevocably agrees that the Agent and the Lenders shall be applied as directed by Borrower in accordance with have the provisions of Section 2.3(a). In all circumstances after an Event of Default, all payments continuing exclusive right to apply any and all proceeds of Collateral shall be applied to amounts such payments against the then due and payable Obligations and in repayment of the Revolving Credit Advances as the Lenders may deem advisable. In the absence of a specific determination by the Agent with respect thereto or unless otherwise expressly provided herein, payments shall be applied in the following order: (1a) to Fees then due and payable Fees, expenses and other Obligations (including Revolving Credit Advances made by the Agent in its capacity as the Agent’s expenses reimbursable hereunder) owing by the Borrower to the Agent; (2b) to then due and payable interest payments on the LoansSwing Line Loan owing by the Borrower; (c) to then due and payable principal payments on the Swing Line Loan owing by the Borrower; (d) to then due and payable interest payments on the Revolving Credit Loan (to include the Letter of Credit Fees), ratably in proportion to the interest accrued as to each the Revolving Credit Loan; (e) to then due and payable principal payments on the Revolving Credit Loan owing by the Borrower and to provide for cash collateral for Letter of Credit Obligations in the manner described in Annex J, ratably to the aggregate, combined principal balance of the Revolving Credit Advances and outstanding Letter of Credit Obligations; and (3f) to all any other Obligations hereunder on a ratable basis, including expenses of Lenders to the extent reimbursable Lenders owing by the Borrower; provided that if an Event of Default shall occur and be continuing or after the acceleration of the Obligations (by operation of law or otherwise), such payments shall be applied to the Obligations in the manner and order described in Section 8.4. Except as otherwise provided in this Agreement, if after making all of the payments referred to in the immediately preceding sentence, there shall remain with the Agent any excess monies received from or on behalf of the Borrower, the Agent shall promptly return same to the Borrower by depositing such amount into a Disbursement Account of the Borrower (or as required by law); provided that if at such time there shall exist an Event of Default (and for so long as an Event of Default is continuing), the Agent may retain such excess monies as cash collateral for any outstanding Obligations. The Agent, on behalf of the Lenders, is authorized to, and at its option may, make or cause to be made Revolving Credit Advances by the Lenders on behalf of the Borrower for payment of any or all Fees, expenses, charges, costs, principal, interest, or other Obligations then due and payable by the Borrower under this Agreement or any of the Loan Documents, even if the making of such Revolving Credit Advance causes the outstanding balance of the Revolving Credit Loan to exceed the Borrowing Availability, in which case the terms of Section 12.31.2(b) shall apply. In addition, if Borrower establishes a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Revolving Credit Advances (which shall be Base Rate Loans) on the date of such presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Credit Advances may be disbursed directly to the controlled disbursement account or other appropriate account.

Application and Allocation of Payments. So long as no Event of Default has occurred and is continuing, (i) payments of regularly matching specific scheduled payments then due shall be applied to those scheduled payments, ; (ii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a), 2.6(d) and (iii) mandatory prepayments shall be applied as set forth in Sections 2.3(dSection 2.6(e). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuingcontinuing or following the Termination Date, Borrower Borrowers hereby irrevocably waives the right to direct the application of any and all payments received from a Credit Party. All voluntary prepayments or on behalf of any Borrower, and Borrowers hereby irrevocably agrees that Agent shall be applied have the continuing exclusive right to apply any and all such payments against the Obligations as directed by Borrower in accordance with the provisions of Section 2.3(a)Agent may deem advisable. In all circumstances circumstances, after an Event acceleration or maturity of Defaultthe Obligations, all payments and all proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s expenses reimbursable hereunder; (2) to interest on the Loans, ratably in proportion to the interest accrued as to each Loan; (3) to principal payments on the Loans, ratably to the aggregate, combined principal balance of the Loans and (34) to all other Obligations hereunder on a ratable basis, including expenses of Lenders to the extent reimbursable under Section 12.3hereunder.

Application and Allocation of Payments. So long as no Event of Default has occurred and is continuing, (i) payments of regularly scheduled payments then due shall be applied to those scheduled payments, (ii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a), and (iii) mandatory prepayments shall be applied as set forth in Sections 2.3(d2.3(c). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to all payments made when an Event of Default has occurred and is continuingcontinuing or following the Senior Conversion Date, Borrower hereby irrevocably waives the right to direct the application of any and all payments received from a Credit Party. All voluntary prepayments shall be applied as directed by Borrower in accordance with the provisions of Section 2.3(a)Borrower. In all circumstances after an Event of Default, all payments and all proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s expenses reimbursable hereunderhereunder and to all obligations owing to Agent or any other Lender by any Non-Funding Lender under the Loan Documents; (2) to interest on the Loans, ratably in proportion to the interest accrued as to each Loan; (3) to principal payments on the Loans, ratably in proportion to the principal balance of each Loan; and (34) to all other Obligations hereunder on a ratable basishereunder, including expenses of Lenders to the extent reimbursable under Section 12.3.

Application and Allocation of Payments. So long as no Default or Event of Default has occurred and is continuing, (i) payments of regularly matching specific scheduled payments then due shall be applied to those scheduled payments, ; (ii) voluntary prepayments shall be applied in accordance with as determined by Borrower Representative, subject to the provisions of Section 2.3(a1.2(a), ; and (iii) mandatory prepayments shall be applied as set forth in Sections 2.3(dSection 1.2(b) and (c). All payments and prepayments applied to a particular Term Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata ShareShare Outstanding of such Term Loan. As to any other payment, and as to all payments made when a Default or an Event of Default has occurred and is continuingcontinuing or following the Maturity Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from a Credit Party. All voluntary prepayments or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall be applied have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as directed Agent may deem advisable notwithstanding any previous entry by Borrower Agent in accordance with the provisions of Section 2.3(a)Loan Account or any other books and records. In all circumstances after an Event the absence of Defaulta specific determination by Agent with respect thereto, all payments and all proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) first, to Fees and Agent’s 's and Lenders' expenses reimbursable hereunder; (2) second, to interest on the Term Loans, ratably in proportion to the interest accrued as to each Term Loan; third, to principal payments on the Term Loans, ratably to the aggregate, combined principal balance of the Term Loans; and (3) fourth, to all other Obligations hereunder on a ratable basisObligations, including expenses of Lenders to the extent reimbursable under Section 12.311.3.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments consisting of regularly proceeds of Accounts received in the ordinary course of business or from insurance or condemnation proceeds or voluntary prepayments shall be applied to the Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments, ; (iiiii) voluntary prepayments shall be applied in accordance with as determined by Borrower Representative, subject to the provisions of Section 2.3(a1.3(a), ; and (iiiiv) mandatory prepayments shall be applied as set forth in Sections 2.3(dSection 1.3(b). All payments and prepayments applied to a particular the Revolving Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an a Default or Event of Default has occurred and is continuingcontinuing or following the Commitment Termination Date, each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from a Credit Party. All voluntary prepayments or on behalf of such Borrower, and each Borrower hereby irrevocably agrees that Agent shall be applied have the continuing exclusive right to apply any and all such payments against the Obligations of Borrowers as directed Agent may deem advisable notwithstanding any previous entry by Borrower Agent in accordance with the provisions of Section 2.3(a)Loan Account or any other books and records. In all circumstances after an Event the absence of Defaulta specific determination by Agent with respect thereto, all payments and all proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s expenses reimbursable hereunder; (2) to interest on the LoansRevolving Loan, ratably in proportion to the interest accrued as to each the Revolving Loan; and (3) to principal payments on the Revolving Loan and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to the aggregate, combined principal balance of the Revolving Loan and outstanding Letter of Credit Obligations; and (4) to all other Obligations hereunder on a ratable basisObligations, including expenses of Lenders to the extent reimbursable under Section 12.311.3. (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 Loan, 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 balance of the Revolving Loan to the OHI Borrowers to exceed the OHI Borrowing Base or would cause the balance of the Revolving Loan to SMC to exceed the SMC Borrowing Base, in each case 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. So long as no Event of Default has occurred and is continuing, (i) payments of regularly scheduled payments then due shall be applied to those scheduled payments, (ii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a), and (iii) mandatory prepayments shall be applied as set forth in Sections 2.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to all payments made when an Event of Default has occurred and is continuing, Borrower hereby irrevocably waives the -------------------------------------- right to direct the application of any and all payments at any time or times hereafter received from a Credit Party. All voluntary prepayments or on behalf of Borrower, and Borrower irrevocably agrees that the Lender shall be applied as directed by Borrower in accordance with have the provisions of Section 2.3(a). In all circumstances after an Event of Default, all payments continuing exclusive right to apply any and all proceeds of Collateral shall be applied to amounts such payments against the then due and payable Obligations of Borrower and in repayment of the Term Loan and the Acquisition Line Advances as Lender may deem advisable. In the absence of a specific determination by the Lender with respect thereto, the same shall be applied in the following order: (1i) then due and payable Fees, expenses and other Obligations owing to the Lender; (ii) then due and payable Fees and Agent’s expenses reimbursable hereunderof the Lender; (2iii) to then due and payable interest payments on Note A; (iv) then due and payable interest payments on the Loans, ratably in proportion Note B; (v) Obligations to the Lender other than Fees, expenses and interest accrued as to each Loanand principal payments;(vi) then due and payable principal payments on Note A; and (3vii) to all other Obligations hereunder then due and payable principal payments on a ratable basis, including expenses of Lenders to the extent reimbursable under Section 12.3.Note B.

Application and Allocation of Payments. So long as no Event of Default has occurred and is continuing, (i) amortization payments on account of regularly scheduled amortization payments then due shall be applied to those scheduled payments, ; (ii) voluntary prepayments shall be applied as set forth in accordance with the provisions of Section 2.3(a1.3(b), ; and (iii) mandatory prepayments shall be applied as set forth in Sections 2.3(d1.3(d) and 1.3(e). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other payment, and as to all payments made when an Event of Default has occurred and is continuingcontinuing or following the Termination Date, Borrower hereby irrevocably waives the right to direct the application of any and all payments received from a Credit Party. All voluntary prepayments or on behalf of Borrower, and Borrower hereby irrevocably agrees that Agent shall be applied have the continuing exclusive right to apply any and all such payments against the Obligations as directed Agent may deem advisable notwithstanding any previous entry by Borrower Agent in accordance with the provisions of Section 2.3(a)Loan Account or any other books and records. In all circumstances after an Event the absence of Defaulta specific determination by Agent with respect thereto, all payments and all proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) first, to Fees and Agent’s expenses reimbursable hereunder; (2) second, to interest on the LoansTerm Loan; third, ratably in proportion to principal payments on the interest accrued as to each Term Loan; and (3) fourth, to all other Obligations hereunder on a ratable basis, including expenses of Lenders to the extent reimbursable under Section 12.3.11.3

Application and Allocation of Payments. So Subject to the terms of the Intercreditor Agreement and to the extent not required to be used to prepay Revolver Loan Obligations under the Revolving Loan Credit Agreement, so long as no Event of Default has occurred and is continuing, (i) payments of regularly scheduled payments then due shall be applied to those scheduled payments, payments and (ii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a), and (iii) all mandatory prepayments shall be applied as set forth in Sections 2.3(d2.3(c). All payments and prepayments applied to a particular Loan the Term Loans shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to any other mandatory payment, and as to all payments made when an Event of Default has occurred and is continuingcontinuing or following the Commitment Termination Date, Borrower hereby irrevocably waives the right to direct the application of any and all payments received from a Credit Partyor on behalf of Borrower. All voluntary prepayments shall be applied as directed by Borrower in accordance with the provisions of Section 2.3(a)Borrower. In all circumstances circumstances, subject to the Intercreditor Agreement, after the occurrence and during the continuation of an Event of Default, all payments and all proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1i) to Fees and Agent’s expenses reimbursable hereunder; (2ii) to interest on the LoansTerm Loans and the Secured Hedge Obligations, ratably in proportion to the interest accrued as to each LoanLoan and Secured Hedge Obligation; (iii) to the outstanding Term Loans and the Secured Hedge Obligations, ratably in proportion to the principal balance of each Loan and each Secured Hedge Obligation; and (3iv) to all other Obligations hereunder on a ratable basisObligations, including expenses of Lenders to the extent reimbursable under Section 12.3.

Application and Allocation of Payments. So long as no Event of Default has occurred and is continuing, (i) payments of regularly scheduled payments then due shall be applied to those scheduled payments, (ii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a), and (iii) mandatory prepayments shall be applied as set forth in Sections 2.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to all payments made when an Event of Default has occurred and is continuing, Borrower hereby irrevocably waives the right to direct the application of any and all payments received from a Credit Party. All voluntary prepayments shall be applied as directed by Borrower in accordance with the provisions of Section 2.3(a)Borrower. In all circumstances after an Event of Default, all payments and all proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and Agent’s expenses reimbursable hereunder; (2) to interest on the Loans, ratably in proportion to the interest accrued as to each Loan; and (3) to all other Obligations hereunder on a ratable basis, including expenses of Lenders to the extent reimbursable under Section 12.3.

Application and Allocation of Payments. So long as no Event of Default has occurred and is continuing, (i) payments of regularly scheduled payments then due shall be applied to those scheduled payments, (ii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a), and (iii) mandatory prepayments shall be applied as set forth in Sections 2.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to all payments made when an Event of Default has occurred and is continuing, Borrower hereby irrevocably waives the right to direct the application of any and all payments at any time or times hereafter received from a Credit Party. All voluntary prepayments or on behalf of Borrower, and Borrower irrevocably agrees that Agent and Lenders shall be applied as directed by Borrower in accordance with have the provisions of Section 2.3(a). In all circumstances after an Event of Default, all payments continuing exclusive right to apply any and all proceeds of Collateral shall be applied to amounts such payments against the then due and payable Obligations of Borrower and in repayment of the Revolving Credit Loan and the then due and payable Letter of Credit Obligations as Lenders may deem advisable. In the absence of a specific determination by all Lenders with respect thereto, the same shall be applied in the following order: (1i) then due and payable Fees, expenses and other Obligations (including Revolving Credit Advances made by Agent in its capacity as Agent) owing to Agent; (ii) then due and payable Fees and Agent’s expenses reimbursable hereunderof Lenders; (2iii) then due and payable interest payments on Revolving Credit Advances; (iv) then due and payable Obligations to Lenders other than Fees, expenses and interest and principal payments; (v) then due and payable principal payments on the Loans, ratably in proportion to the interest accrued as to each LoanAdvances; and (3vi) to all other Obligations hereunder on a ratable basis, including expenses of Lenders to the extent reimbursable under Section 12.3.there are no other Obligations then due and payable, to Borrower or its successors or assigns or as a court of competent jurisdiction may direct, it being understood, subject to Sections 1.2(b) and 8.2, that the foregoing clauses (i) through (vi) shall not require Borrower to cash collateralize the Letter of Credit Obligations. Notwithstanding any other provision of this Agreement, Agent

Application and Allocation of Payments. So long as no Event of Default has occurred and is continuing, (i) payments of regularly matching specific scheduled payments then due shall be applied to those scheduled payments, ; and (ii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a2.2(a). As to any other payment, and (iii) mandatory prepayments shall be applied as set forth in Sections 2.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to all payments made when an Event of Default has occurred and is continuingcontinuing or following the Maturity Date, Borrower hereby irrevocably waives the right to direct the application of any and all payments received from a Credit Party. All voluntary prepayments or on behalf of Borrower, and Borrower hereby irrevocably agrees that Lender shall be applied have the continuing exclusive right to apply any and all such payments against the Obligations as directed Lender may deem advisable notwithstanding any previous entry by Borrower Lender in accordance with the provisions of Section 2.3(a)Loan Account or any other books and records. In all circumstances circumstances, after an Event acceleration or maturity of Defaultthe Obligations, all payments and all proceeds of Collateral shall be applied to amounts then due and payable in the following order: (1) to Fees and AgentLender’s expenses reimbursable hereunder; (2) to interest on the Loans, ratably in proportion Term Loan; (3) to principal payments on the interest accrued as to each Term Loan; and (34) to all other Obligations hereunder on a ratable basis, including expenses of Lenders Lender to the extent reimbursable under Section 12.3reimbursable.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has shall have occurred and is be continuing, (i) payments of regularly matching specific scheduled payments then due shall be applied to those scheduled payments, ; (ii) voluntary prepayments shall be applied in accordance with as determined by Borrower, subject to the provisions of Section 2.3(aSECTION 1.02(F), ; and (iii) mandatory prepayments shall be applied as set forth in Sections 2.3(dSECTION 1.02(F). All payments As to each other payment, and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to all payments made when an a Default or Event of or Default has shall have occurred and is continuingbe continuing or following the Revolving Credit Commitment Termination Date, Borrower hereby irrevocably waives the right to direct the application of any and all payments received from a or on behalf of Borrower (including any proceeds of Collateral), and Borrower and each Lender hereby irrevocably agree that the Administrative Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations in the follow ing order: FIRST, to the payment of any "Administrative Agent's Fee" or other fees then due and pay able to the Administrative Agent, in its capacity as such, under the GE Capital Fee Letter; SECOND, to the payment of all expenses incurred by the Administrative Agent in connection with the exercise, protection and enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement, the Revolving Credit Party. All voluntary prepayments shall be applied as directed by Borrower Notes, the Subsidiary Guaranty, or any of the other Loan Documents; THIRD, to the payment of interest and Fees owed to each Lender, ratably among all of the Lenders in accordance with the provisions aggregate amount of Section 2.3(a). In all circumstances after an Event interest and Fees then owed to each of Defaultthem; FOURTH, all payments to the payment of the principal amount of the Revolving Credit Notes and all proceeds the Letter of Collateral shall be applied to amounts Credit Obligations then due and payable and for deposit to the Cash Collateral Account in the following order: (1) accordance with ANNEX B with respect to Fees Letter of Credit Obligations not then due and Agent’s expenses reimbursable hereunder; (2) to interest on the Loanspayable, ratably among all of the Lenders in proportion accordance with the aggregate amount of the Revolving Credit Loan and Letter of Credit Obligations then outstanding; FIFTH, to the interest accrued as payment of all expenses then due and payable to the Lenders under SECTION 11.03 hereof (other than expenses payable under item SECOND above), ratably among each of them in accordance with the aggregate amount of such amounts then owed to each Loanof them; and (3) SIXTH, to the payment of all other Obligations hereunder on a ratable basisof Borrower or any other Credit Party hereunder, including expenses any such Obligations of Lenders Borrower to any Indemnified Party entitled to indemnification under SECTION 1.12 hereof, ratably among all of the Indemnified Parties in accordance with the aggregate amount then owed to each of them. (b) The Administrative Agent is authorized to, and at its option may, charge to the Revolving Credit Loan balance on behalf of Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with SECTION 5.05), principal, interest, or other Obligations then due and payable by Borrower under this Agreement or any of the Loan Documents, if and to the extent reimbursable under Section 12.3that Borrower fails promptly to pay any such amounts as and when due, even if the making of such Revolving Credit Advance causes the outstanding balance of the Revolving Credit Loan to exceed the Borrowing Availability, in which case the terms of SECTIONS 1.02(B) and (D) shall apply.

Application and Allocation of Payments. (a) So long as no Default or Event of Default has occurred and is continuing, (i) payments of regularly matching specific scheduled payments then due shall be applied to those scheduled payments, ; (ii) voluntary prepayments shall be applied in accordance with as determined by Borrower, subject to the provisions of Section 2.3(a1.2(a), ; and (iii) mandatory prepayments shall be applied as set forth in Sections 2.3(d1.2(c) and (d). All payments As to any other payment, and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to all payments made when an a Default or Event of Default has occurred and is continuingcontinuing or following the Commitment Termination Date, Borrower hereby irrevocably waives the right to direct the application of any and all payments received from a Credit Party. All voluntary prepayments or on behalf of Borrower, and Borrower hereby irrevocably agrees that Lender shall be applied have the continuing exclusive right to apply any and all such payments against the Obligations as directed Lender may deem advisable notwithstanding any previous entry by Borrower Lender in accordance with the provisions of Section 2.3(a)Loan Account or any other books and records. In all circumstances after an Event the absence of Defaulta specific determination by Lender with respect thereto, all payments and all proceeds of Collateral shall be applied to amounts then due and payable in the following order: : (1) to Fees and Agent’s Lender's expenses reimbursable hereunder; (2) to interest on the Loans, ratably in proportion to the interest accrued as to each Loan; and (3) to the outstanding principal balance of the Revolving Loan; (4) to all other Obligations hereunder on a ratable basis, including expenses (other than Letter of Lenders Credit Obligations and Other Secured Obligations) to the extent reimbursable under Section 12.311.3 in such order as the Lender may deem advisable; (5) to all Letter of Credit Obligations; and (6) to all Other Secured Obligations in such order as the Lender may deem advisable. In the event of any conflict between this Section 1.7(a) and Section 1.7(a) of the Letter of Credit Agreement, this Section 1.7(a) shall control for purposes of determining application and allocation of any payments received by the Lender hereunder. (b) Lender is authorized to, and at its sole election may, charge to the Revolving Loan balance on behalf of Borrower and cause to be paid all Fees, expenses, Charges, costs (including insurance premiums in accordance with Section 5.4(a)) and interest owing by Borrower under this Agreement or any of the other Loan Documents if and to the extent Borrower fails to pay promptly any such amounts as and when due, even if the amount of such charges would exceed Borrowing Availability at such time. At 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. So long of the Credit Agreement is hereby amended by deleting the third sentence of such existing clause (a) in its entirety and replacing it with the following language: “As to any other payment, and as no to all payments made when a Default or Event of or Default has occurred and is continuingcontinuing or following the Commitment Termination Date, (i) payments of regularly scheduled payments then due shall be applied to those scheduled payments, (ii) voluntary prepayments shall be applied in accordance with the provisions of Section 2.3(a), and (iii) mandatory prepayments shall be applied as set forth in Sections 2.3(d). All payments and prepayments applied to a particular Loan shall be applied ratably to the portion thereof held by each Lender as determined by its Pro Rata Share. As to all payments made when an Event of Default has occurred and is continuing, Borrower Borrowers hereby irrevocably waives waive the right to direct the application of any and all payments received from a Credit Party. All voluntary prepayments or on behalf of Borrowers, and Borrowers hereby irrevocably agree that Agent shall be applied as directed by Borrower in accordance with have the provisions of Section 2.3(a). In all circumstances after an Event of Default, all payments continuing exclusive right to apply any and all proceeds such payments in respect of Collateral shall be applied to amounts the Obligations then due and payable in the following order: (1) to Fees and Agent’s Agents’ expenses reimbursable hereunder; (2) to interest on the Loans, ratably in proportion to the interest accrued as to each Swing Line Loan; and (3) to principal payments on the Swing Line Loan; (4) to interest on the Revolving Loan; (5) to principal payments on the Revolving Loan; (6) to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B; (7) to all other Obligations hereunder on a ratable basis, (other than with respect to Bank Products) including expenses of Lenders to the extent reimbursable under Section 12.311.3; and (8) to amounts owing with respect to Bank Products; provided, however, that in no event shall any such payments applicable to a Canadian Borrower or other Canadian Credit Party be applied to any US Obligations.”