Common use of Application of Certain Payments Clause in Contracts

Application of Certain Payments. 7.2.1 So long as no Default or Event of Default has occurred and is continuing, (a) payments matching specific scheduled payments then due will be applied to those scheduled payments and (b) voluntary and mandatory prepayments will be applied as set forth in Sections 6.1 and 6.2. 7.2.2 Subject to any written agreement among Administrative Agent and the Lenders: (a) All payments of principal and interest in respect of outstanding Loans, all payments of fees, and all other payments in respect of any other Obligations, will be allocated by Administrative Agent among Administrative Agent and the Lenders, as applicable, in proportion to their respective Pro Rata Shares or otherwise as provided in this Agreement or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, Administrative Agent may, and upon the direction of the Required Lenders shall, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, as follows: (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to Administrative Agent until paid in full; (ii) second, ratably to pay the Obligations in respect of any fees (other than any Applicable Premium) and indemnities then due and payable to the Lenders until paid in full; (iii) third, ratably (to Administrative Agent in accordance with Administrative Agent’s outstanding Protective Advances) to pay interest then due and payable in respect of Protective Advances until paid in full; (iv) fourth, ratably (to Administrative Agent in accordance with Administrative Agent’s outstanding Protective Advances) to pay principal of the Protective Advances until paid in full; (v) fifth, ratably, to pay interest then due and payable in respect of the Term Loans until paid in full; (vi) sixth, ratably to pay principal of the Term Loans until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Premium then due and payable until paid in full; and (viii) eighth, to the ratable payment of all other Obligations then due and payable. (c) For purposes of Section 7.2.2(b), “paid in full” means payment in cash of all amounts owing under the Loan Documents (or, to the extent those Obligations are contingent, to provide Cash Collateral in respect of those Obligations) according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after, or that would have accrued but for, the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (d) In the event of a direct conflict between the priority provisions of this Section 7.2.2 and other provisions contained in any other Loan Document, it is the intention of the parties to this Agreement that all such priority provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 7.2.2 will control and govern.

Application of Certain Payments. 7.2.1 So long as no Default or Event of Default has occurred and is continuing, (a) payments matching specific scheduled payments then due will shall be applied to those scheduled payments payments, and (b) voluntary and mandatory prepayments will shall be applied as set forth in Sections 6.1 6.2 and 6.26.3. 7.2.2 Subject to any written agreement among Administrative Agent and the Lenders: (a) All all payments in respect of Reimbursement Obligations (including interest thereon), all payments of principal and interest in respect of outstanding Loans, all payments of fees, and all other payments in respect of any other Obligations, will be allocated by Administrative Agent among Administrative Agent and the Lenders, as applicable, in proportion to their respective Pro Rata Shares or otherwise as provided in this Agreement or, in respect of payments not made on account of LoansLoans or L/C Obligations, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, Administrative Agent may, and upon the direction of the Required Lenders shall, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, as follows: (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to Administrative Agent and any Issuing Lender until paid in full; (ii) second, ratably to pay the Obligations in respect of any fees (other than any Applicable Premiumletter of credit fees to any Issuing Lender and any Prepayment Fee) and indemnities then due and payable to the Lenders until paid in full; (iii) third, ratably (to Administrative Agent in accordance with Administrative Agent’s outstanding Protective Advances) to pay interest then due and payable in respect of Protective Advances until paid in full; (iv) fourth, ratably (to Administrative Agent in accordance with Administrative Agent’s outstanding Protective Advances) to pay principal of the Protective Advances until paid in full; (v) fifth, letter of credit fees then due and payable to each Issuing Lender and interest then due and payable in respect of the Revolving Loans and Reimbursement Obligations until paid in full; (vi) sixth, ratably, to pay principal of the Revolving Loans and the L/C Obligations (or, to the extent those Obligations are contingent, to Cash Collateralize those Obligations) until paid in full; (vii) seventh, ratably, to pay principal of the Revolving Loans until paid in full; (viii) eighth, ratably, to pay interest then due and payable in respect of the Term Loans until paid in full; (viix) sixthninth, ratably to pay principal of the Term Loans until paid in full; (viix) seventhtenth, ratably to pay the Obligations in respect of any Applicable Premium Prepayment Fee then due and payable until paid in full; and (viiixi) eightheleventh, to the ratable payment of all other Obligations (including any Bank Product Obligations) then due and payable. (c) For purposes of Section 7.2.2(b), “paid in full” means payment in cash of all amounts owing under the Loan Documents (or, to the extent those Obligations are contingent, to provide Cash Collateral in respect of Collateralize those Obligations) according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after, or that would have accrued but for, the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (d) In the event of a direct conflict between the priority provisions of this Section 7.2.2 and other provisions contained in any other Loan Document, it is the intention of the parties to this Agreement that all such priority provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 7.2.2 will shall control and govern.

Application of Certain Payments. 7.2.1 So long as no Default or Event Prior to the exercise of Default has occurred and is continuingremedies provided for in Section 13.2, (a) payments matching specific scheduled payments then due will be applied to those scheduled payments and (b) voluntary and mandatory prepayments will shall be applied as set forth in Sections 6.1 6.2 and 6.2. 7.2.2 Subject 6.3. After the exercise of remedies provided for in Section 13.2, all amounts collected or received by the Administrative Agent or any Lender shall be applied in the following order, and concurrently with each remittance to any written agreement among Lender of its share of any such payment, the Administrative Agent and the Lenders: (a) All payments of principal and interest in respect of outstanding Loans, all payments of fees, and all other payments in respect of any other Obligations, will be allocated by Administrative Agent among Administrative Agent and the Lenders, shall advise such Lender as applicable, in proportion to their respective Pro Rata Shares or otherwise as provided in this Agreement or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, Administrative Agent may, and upon the direction of the Required Lenders shall, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions application of this Agreement, as followssuch payment: (i) first, ratably to pay the Obligations in respect payment of any all fees, expense reimbursementscosts, expenses and indemnities and other amounts of the Administrative Agent (in its capacity as such), including Attorney Costs, in each case then due and payable to Administrative Agent owing, until paid in full; (ii) second, ratably to pay the Obligations in respect payment of any fees (other than any Applicable Premium) all fees, costs, expenses and indemnities of the Lenders, pro-rata, in each case then due and payable to the Lenders owing, until paid in full; (iii) third, ratably (to Administrative Agent the payment of all of the Obligations consisting of accrued and unpaid interest, in accordance with Administrative Agent’s outstanding Protective Advances) to pay interest each case then due and payable in respect of Protective Advances owing, to any Lender, pro-rata, until paid in full; (iv) fourth, ratably (to Administrative Agent the payment of all Obligations consisting of principal, in accordance with Administrative Agent’s outstanding Protective Advances) each case then due and owing, to pay principal any Lender, unreimbursed disbursements under Letters of the Protective Advances Credit, in each case then due and owing, to any Issuing Bank and all Secured Cash Management Obligations and Secured Hedging Obligations, in each case, then due and owing, to any Secured Party, pro-rata, until paid in full; (v) fifth, ratably, to pay interest then due and payable Cash Collateralize all Obligations in respect of the Term Loans until paid in fulloutstanding Letters of Credit; (vi) sixth, ratably to pay principal the payment of the Term Loans until paid all other Obligations, in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Premium each case then due and payable owing, to each Secured Party, pro-rata, until paid in full; and (viiivii) eighthseventh, to the ratable payment applicable Loan Parties or their successors or assigns or to whomever may be lawfully entitled to receive the same or as a court of all other Obligations then due and payablecompetent jurisdiction may direct. (c) For purposes of Section 7.2.2(b), “paid in full” means payment in cash of all amounts owing under the Loan Documents (or, to the extent those Obligations are contingent, to provide Cash Collateral in respect of those Obligations) according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after, or that would have accrued but for, the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (d) In the event of a direct conflict between the priority provisions of this Section 7.2.2 and other provisions contained in any other Loan Document, it is the intention of the parties to this Agreement that all such priority provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 7.2.2 will control and govern.

Application of Certain Payments. 7.2.1 So long as no Default or Event of Default has occurred and is continuing, (a) payments matching specific scheduled payments then due will be applied to those scheduled payments and (b) voluntary and mandatory prepayments will shall be applied as set forth in Sections 6.1 and 6.2Section 6.3. 7.2.2 Subject to any written agreement among Administrative Agent and the Lenders: (a) All payments of principal and interest in respect of outstanding Loans, all payments of fees, and all other payments in respect of any other Obligations, will be allocated by Administrative Agent among Administrative Agent and the Lenders, as applicable, in proportion to their respective Pro Rata Shares or otherwise as provided in this Agreement or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made[Reserved]. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent mayAgent, and acting upon the written direction of the Required Lenders shall, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, as follows: (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to Administrative Agent the Agents until paid in full; (ii) second, ratably to pay the Obligations in respect of any fees (other than any Applicable Premium) and indemnities then due and payable to the Lenders until paid in full; (iii) third, ratably (to Administrative Agent in accordance with Administrative Agent’s outstanding Protective Advances) to pay interest then due and payable in respect of Protective Advances until paid in full; (iv) fourth, ratably (to Administrative Agent in accordance with Administrative Agent’s outstanding Protective Advances) to pay principal of the Protective Advances until paid in full; (v) fifth, ratably, to pay interest then due and payable in respect of the Term Loans until paid in full; (viiv) sixthfourth, ratably to pay principal of the Term Loans until paid in full; (viiv) seventh, ratably to pay the Obligations in respect of any Applicable Premium then due and payable until paid in full; and (viii) eighthfifth, to the ratable payment of all other Obligations then due and payable. (c) For purposes of Section 7.2.2(b), “paid in full” means payment in cash of all amounts owing under the Loan Documents (or, to the extent those Obligations are contingent, to provide Cash Collateral in respect of those Obligations) according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after, or that would have accrued but for, the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (d) In the event of a direct conflict between the priority provisions of this Section 7.2.2 and other provisions contained in any other Loan Document, it is the intention of the parties to this Agreement that all such priority provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 7.2.2 will shall control and govern.

Application of Certain Payments. 7.2.1 So long as no Default or Event of Default has occurred and is continuing, (a) payments matching specific scheduled payments then due will be applied to those scheduled payments and (b) voluntary and mandatory prepayments will be applied as set forth in Sections 6.1 6.2 and 6.26.3. 7.2.2 Subject to any written agreement among Administrative Agent and the Lenders: (a) All payments of principal and interest in respect of outstanding Loans, all payments of fees, and all other payments in respect of any other Obligations, will be allocated by Administrative Agent among Administrative Agent and the Lenders, as applicable, in proportion to their respective Pro Rata Shares or otherwise as provided in this Agreement or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, Administrative Agent may, and upon the direction of the Required Lenders shall, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, as follows: (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities indemnities, all amounts owed pursuant to Erroneous Payment Subrogation Rights, and other amounts then due and payable to Administrative Agent until paid in full; (ii) second, ratably to pay the Obligations in respect of any fees (other than any Applicable PremiumPremium or Exit Fee) and indemnities then due and payable to the Lenders until paid in full; (iii) third, ratably (to Administrative Agent in accordance with Administrative Agent’s outstanding Protective Advances) to pay interest then due and payable in respect of Protective Advances until paid in full; (iv) fourth, ratably (to Administrative Agent in accordance with Administrative Agent’s outstanding Protective Advances) to pay principal of the Protective Advances until paid in full; (v) fifth, ratably, to pay interest then due and payable in respect of the Term Loans until paid in full; (vi) sixth, ratably to pay principal of the Term Loans until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Premium or Exit Fee then due and payable until paid in full; and (viiivi) eighthsixth, to the ratable payment of all other Obligations then due and payable. (c) For purposes of Section 7.2.2(b), “paid in full” means payment in cash of all amounts owing under the Loan Documents (or, to the extent those Obligations are contingent, to provide Cash Collateral cash collateral in respect of those ObligationsObligations in a manner and amount reasonably satisfactory to the Administrative Agent) according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after, or that would have accrued but for, the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (d) In the event of a direct conflict between the priority provisions of this Section 7.2.2 and other provisions contained in any other Loan Document, it is the intention of the parties to this Agreement that all such priority provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 7.2.2 will control and govern.

Application of Certain Payments. 7.2.1 So long as no Default or Event of Default has occurred and is continuing, (a) payments matching specific scheduled payments then due will be applied to those scheduled payments and (b) voluntary and mandatory prepayments will shall be applied as set forth in Sections 6.1 and 6.2Section 6.3. 7.2.2 Subject to any written agreement among Administrative Agent and the Lenders: (a) All payments of principal and interest in respect of outstanding Loans, all payments of fees, and all other payments in respect of any other Obligations, will be allocated by Administrative Agent among Administrative Agent and the Lenders, as applicable, in proportion to their respective Pro Rata Shares or otherwise as provided in this Agreement or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is madea. [Reserved]. (b) b. After the occurrence and during the continuance of an Event of Default, the Administrative Agent mayAgent, and acting upon the written direction of the Required Lenders shallLenders, shall apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, as follows: (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to Administrative Agent the Agents until paid in full; (ii) second, ratably to pay the Obligations in respect of any fees (other than any Applicable Premium) and indemnities then due and payable to the Lenders until paid in full; (iii) third, ratably (to Administrative Agent in accordance with Administrative Agent’s outstanding Protective Advances) to pay interest then due and payable in respect of Protective Advances until paid in full; (iv) fourth, ratably (to Administrative Agent in accordance with Administrative Agent’s outstanding Protective Advances) to pay principal of the Protective Advances until paid in full; (v) fifth, ratably, to pay interest then due and payable in respect of the Term Loans until paid in fullfull based on the Dollar Amount thereof; (viiv) sixthfourth, ratably to pay principal of the Term Loans until paid in fullfull based on the Dollar Amount thereof; (viiv) seventh, ratably to pay the Obligations in respect of any Applicable Premium then due and payable until paid in full; and (viii) eighthfifth, to the ratable payment of all other Obligations then due and payable. (c) c. For purposes of Section 7.2.2(b), “paid in full” means payment in cash of all amounts owing under the Loan Documents (or, to the extent those Obligations are contingent, to provide Cash Collateral in respect of those Obligations) according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after, or that would have accrued but for, the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (d) d. In the event of a direct conflict between the priority provisions of this Section 7.2.2 and other provisions contained in any other Loan Document, it is the intention of the parties to this Agreement that all such priority provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 7.2.2 will shall control and govern.

Application of Certain Payments. 7.2.1 So long as no Default or Event of Default has occurred and is continuing, (a) payments matching specific scheduled payments then due will be applied to those scheduled payments and (b) voluntary and mandatory prepayments will shall be applied as set forth in Sections 6.1 and 6.2Section 6.3. 7.2.2 Subject to any written agreement among Administrative Agent and the Lenders: (a) All payments of principal and interest in respect of outstanding Loans, all payments of fees, and all other payments in respect of any other Obligations, will be allocated by Administrative Agent among Administrative Agent and the Lenders, as applicable, in proportion to their respective Pro Rata Shares or otherwise as provided in this Agreement or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made[Reserved]. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent mayAgent, and acting upon the written direction of the Required Lenders shallLenders, shall apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, as follows: (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to Administrative Agent the Agents until paid in full; (ii) second, ratably to pay the Obligations in respect of any fees (other than any Applicable Premium) and indemnities then due and payable to the Lenders until paid in full; (iii) third, ratably (to Administrative Agent in accordance with Administrative Agent’s outstanding Protective Advances) to pay interest then due and payable in respect of Protective Advances until paid in full; (iv) fourth, ratably (to Administrative Agent in accordance with Administrative Agent’s outstanding Protective Advances) to pay principal of the Protective Advances until paid in full; (v) fifth, ratably, to pay interest then due and payable in respect of the Term Loans until paid in fullfull based on the Dollar Amount thereof; (viiv) sixthfourth, ratably to pay principal of the Term Loans until paid in fullfull based on the Dollar Amount thereof; (viiv) seventh, ratably to pay the Obligations in respect of any Applicable Premium then due and payable until paid in full; and (viii) eighthfifth, to the ratable payment of all other Obligations then due and payable. (c) For purposes of Section 7.2.2(b), “paid in full” means payment in cash of all amounts owing under the Loan Documents (or, to the extent those Obligations are contingent, to provide Cash Collateral in respect of those Obligations) according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after, or that would have accrued but for, the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (d) In the event of a direct conflict between the priority provisions of this Section 7.2.2 and other provisions contained in any other Loan Document, it is the intention of the parties to this Agreement that all such priority provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 7.2.2 will shall control and govern.

Application of Certain Payments. 7.2.1 So long as no Default or Event of Default has occurred and is continuing, (a) payments matching specific scheduled payments then due will be applied to those scheduled payments and (b) voluntary and mandatory prepayments will be applied as set forth in Sections 6.1 6.2 and 6.26.3. 7.2.2 Subject to any written agreement among Administrative Agent and the Lenders: (a) All payments of principal and interest in respect of outstanding Loans, all payments of fees, and all other payments in respect of any other Obligations, will be allocated by Administrative Agent among Administrative Agent and the Lenders, as applicable, in proportion to their respective Pro Rata Shares or otherwise as provided in this Agreement or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, Administrative Agent may, and upon the direction of the Required Lenders shall, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, as follows: (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to Administrative Agent until paid in full; (ii) second, ratably to pay the Obligations in respect of any fees (other than any Applicable PremiumPremium or Exit Fee) and indemnities then due and payable to the Lenders until paid in full; (iii) third, ratably (to Administrative Agent in accordance with Administrative Agent’s outstanding Protective Advances) to pay interest then due and payable in respect of Protective Advances until paid in full; (iv) fourth, ratably (to Administrative Agent in accordance with Administrative Agent’s outstanding Protective Advances) to pay principal of the Protective Advances until paid in full; (v) fifth, ratably, to pay interest then due and payable in respect of the Term Loans until paid in full; (vi) sixth, ratably to pay principal of the Term Loans until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Premium or Exit Fee then due and payable until paid in full; and (viiivi) eighthsixth, to the ratable payment of all other Obligations then due and payable. (c) For purposes of Section 7.2.2(b), “paid in full” means payment in cash of all amounts owing under the Loan Documents (or, to the extent those Obligations are contingent, to provide Cash Collateral cash collateral in respect of those ObligationsObligations in a manner and amount reasonably satisfactory to the Administrative Agent) according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after, or that would have accrued but for, the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (d) In the event of a direct conflict between the priority provisions of this Section 7.2.2 and other provisions contained in any other Loan Document, it is the intention of the parties to this Agreement that all such priority provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 7.2.2 will control and govern.

Application of Certain Payments. 7.2.1 So long as no Default or Event of Default has occurred and is continuing, (a) payments matching specific scheduled payments then due will be applied to those scheduled payments and (b) voluntary and mandatory prepayments will be applied as set forth in Sections 6.1 6.2 and 6.26.3. 7.2.2 Subject to any written agreement among Administrative Agent and the Lenders: (a) All payments of principal and interest in respect of outstanding Loans, all payments of fees, and all other payments in respect of any other Obligations, will be allocated by Administrative Agent among Administrative Agent and the Lenders, as applicable, in proportion to their respective Pro Rata Shares or otherwise as provided in this Agreement or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, Administrative Agent may, and upon the direction of the Required Lenders shall, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, as follows: (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to Administrative Agent until paid in full; (ii) second, ratably to pay the Obligations in respect of any fees (other than any Applicable PremiumPrepayment Fee) and indemnities then due and payable to the Lenders until paid in full; (iii) third, ratably (to Administrative Agent in accordance with Administrative Agent’s outstanding Protective Advances) to pay interest then due and payable in respect of Protective Advances until paid in full; (iv) fourth, ratably (to Administrative Agent in accordance with Administrative Agent’s outstanding Protective Advances) to pay principal of the Protective Advances until paid in full; (v) fifth, ratably, to pay principal of the Revolving Loans until paid in full; (vi) sixth, ratably, to pay interest then due and payable in respect of the Term Loans until paid in full; (vivii) sixthseventh, ratably to pay principal of the Term Loans until paid in full; (viiviii) seventheighth, ratably to pay the Obligations in respect of any Applicable Premium Prepayment Fee then due and payable until paid in full; and (viiiix) eighthninth, to the ratable payment of all other Obligations then due and payable. (c) For purposes of Section 7.2.2(b), “paid in full” means payment in cash of all amounts owing under the Loan Documents (or, to the extent those Obligations are contingent, to provide Cash Collateral in respect of those Obligations) according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after, or that would have accrued but for, the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (d) In the event of a direct conflict between the priority provisions of this Section 7.2.2 and other provisions contained in any other Loan Document, it is the intention of the parties to this Agreement that all such priority provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 7.2.2 will control and govern.

Application of Certain Payments. 7.2.1 (a) So long as no Default or Event of Default has occurred and is continuing, (a) payments matching specific scheduled payments then due will shall be applied to those scheduled payments and (b) voluntary and mandatory prepayments will shall be applied as set forth in Sections 6.1 6.2 and 6.2. 7.2.2 Subject 6.3. Concurrently with each remittance to any written agreement among Lender of its share of any such payment, Administrative Agent and shall advise such Lender as to the Lenders: (a) All payments application of principal and interest in respect of outstanding Loans, all payments of fees, and all other payments in respect of any other Obligations, will be allocated by Administrative Agent among Administrative Agent and the Lenders, as applicable, in proportion to their respective Pro Rata Shares or otherwise as provided in this Agreement or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is madesuch payment. (b) After Notwithstanding anything to the contrary contained in this Agreement, if an Event of Default has occurred and is continuing, Borrower hereby irrevocably waives the right to direct the application of payments received from or on behalf of Borrower or any Loan Party, and Borrower hereby irrevocably agrees, as between Borrower and the Loan Parties, on the one hand, and Administrative Agent and Lenders, on the other, that Administrative Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Administrative Agent may deem advisable notwithstanding any previous entry by Administrative Agent in the Loan Account or any other books and records. (c) Following the occurrence and during the continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Administrative Agent may, shall apply any and upon the direction of the Required Lenders shall, apply all payments received by Administrative Agent in respect of the Obligations, and any Obligations and all proceeds of Collateral received by Administrative Agent, in such order as Administrative Agent may from time to time elect. In the Collateralabsence of any specific election made by Administrative Agent pursuant to this clause (c), subject or if directed in writing by Required Lenders during the continuance of an Event of Default without the existence of an Acceleration Event, payments and proceeds received by Administrative Agent pursuant to this clause (c) shall be applied in the provisions of following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Administrative Agent with respect to this Agreement, as follows: (i) firstthe other Loan Documents or the Collateral; second, ratably to pay the Obligations in respect of any accrued and unpaid interest on Agent Advances; third, to Agent Advances; fourth, to all fees, expense reimbursementscosts, indemnities indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other amounts then due and payable to Administrative Agent until paid in fullLoan Documents or the Collateral; (ii) second, ratably to pay the Obligations in respect of any fees (other than any Applicable Premium) and indemnities then due and payable to the Lenders until paid in full; (iii) third, ratably (to Administrative Agent in accordance with Administrative Agent’s outstanding Protective Advances) to pay interest then due and payable in respect of Protective Advances until paid in full; (iv) fourth, ratably (to Administrative Agent in accordance with Administrative Agent’s outstanding Protective Advances) to pay principal of the Protective Advances until paid in full; (v) fifth, ratably, to pay accrued and unpaid interest then due and payable in respect of the Term Loans until paid in fullon all other Obligations; (vi) sixth, ratably to pay principal of the Term Loans until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Premium then due and payable until paid in full; and (viii) eighthon a pro rata basis, to the ratable payment principal amount of all other Obligations then due and payable. (c) For purposes of Section 7.2.2(b), “paid in full” means payment in cash of all amounts owing under the Loan Documents (orowing, to the extent Obligations owing to any Lender or any Affiliate of a Lender in respect of any Hedging Obligations, and to Cash Collateralize any and all Letter of Credit Obligations and future payment of related fees herein; seventh, to all other outstanding Obligations (other than those Obligations are contingentdescribed in clause eighth below); and eighth, to provide Cash Collateral cash collateral to secure any contingent Obligations, including Obligations in respect of those Hedging Obligations) according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after, or that would have accrued but for, the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (d) In Notwithstanding anything to the event contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Administrative Agent shall apply any and all payments received by Administrative Agent in respect of a direct conflict between the priority Obligations, and any and all proceeds of Collateral received by Administrative Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Administrative Agent with respect to this Agreement, the other Loan Documents or the Collateral; second, to accrued and unpaid interest on Agent Advances; third, to Agent Advances; fourth, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Loan Documents or the Collateral; fifth, to accrued and unpaid interest on all other Obligations (including any interest which, but for the provisions of this Section 7.2.2 and other provisions contained in any other Loan Documentthe Bankruptcy Code, it is the intention of the parties to this Agreement that all would have accrued on such priority provisions be read together and construedamounts); sixth, on a pro rata basis, to the fullest extent possibleprincipal amount of all other Obligations outstanding, to the Obligations owing to any Lender or any Affiliate of a Lender in respect of any Hedging Obligations, and to Cash Collateralize any and all Letter of Credit Obligations and future payment of related fees herein; and seventh, to all other outstanding Obligations and contingent Obligations. (e) Any balance remaining after giving effect to the applications set forth in this Section 7.2 shall be in concert with each otherdelivered to Borrower or to whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out any of the event applications set forth in this Section 7.2, (i) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category and (ii) each of the Persons entitled to receive a payment or cash collateral in any particular category shall receive an amount equal to its pro rata share of amounts available to be applied pursuant thereto for such category. (f) Administrative Agent is authorized (but not obligated) 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, costs (including insurance premiums in accordance with Section 10.3) and interest and principal, owing by Borrower under this Agreement or any of the other Loan Documents if and to the extent Borrower fails to promptly pay any such amounts as and when due, but not if such charges would cause the aggregate Revolving Outstandings to exceed the Revolving Commitment. Any charges so made shall, unless prohibited by applicable law, constitute part of the Revolving Loans hereunder and may be made regardless of whether the conditions set forth in Section 12.2 are then satisfied, including the existence of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions Default or Event of this Section 7.2.2 will control and governDefault either before or after giving effect thereto.

Application of Certain Payments. 7.2.1 1.1.1 So long as no Default or Event of Default has occurred and is continuing, (a) payments matching specific scheduled payments then due will shall be applied to those scheduled payments payments, and (b) voluntary and mandatory prepayments will shall be applied as set forth in Sections 6.1 6.2 and 6.26.3. 7.2.2 1.1.2 Subject to any written agreement among Administrative Agent and the Lenders: (a) All all payments in respect of Reimbursement Obligations (including interest thereon), all payments of principal and interest in respect of outstanding Loans, all payments of fees, and all other payments in respect of any other Obligations, will be allocated by Administrative Agent among Administrative Agent and the Lenders, as applicable, in proportion to their respective Pro Rata Shares or otherwise as provided in this Agreement or, in respect of payments not made on account of LoansLoans or L/C Obligations, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, Administrative Agent may, and upon the direction of the Required Lenders shall, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, as follows: (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to Administrative Agent and any Issuing Lender until paid in full; (ii) second, ratably to pay the Obligations in respect of any fees (other than any Applicable Premiumletter of credit fees to any Issuing Lender and any Prepayment Fee) and indemnities then due and payable to the Lenders until paid in full; (iii) third, ratably (to Administrative Agent in accordance with Administrative Agent’s outstanding Protective Advances) to pay interest then due and payable in respect of Protective Advances until paid in full; (iv) fourth, ratably (to Administrative Agent in accordance with Administrative Agent’s outstanding Protective Advances) to pay principal of the Protective Advances until paid in full; (v) fifth, letter of credit fees then due and payable to each Issuing Lender and interest then due and payable in respect of the Revolving Loans and Reimbursement Obligations until paid in full; (vi) sixth, ratably, to pay principal of the Revolving Loans and the L/C Obligations (or, to the extent those Obligations are contingent, to Cash Collateralize those Obligations) until paid in full; (vii) seventh, ratably, to pay principal of the Revolving Loans until paid in full; (viii) eighth, ratably, to pay interest then due and payable in respect of the Term Loans until paid in full; (viix) sixthninth, ratably to pay principal of the Term Loans until paid in full; (viix) seventhtenth, ratably to pay the Obligations in respect of any Applicable Premium Prepayment Fee then due and payable until paid in full; and (viiixi) eightheleventh, to the ratable payment of all other Obligations (including any Bank Product Obligations) then due and payable. (c) For purposes of Section 7.2.2(b), “paid in full” means payment in cash of all amounts owing under the Loan Documents (or, to the extent those Obligations are contingent, to provide Cash Collateral in respect of Collateralize those Obligations) according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after, or that would have accrued but for, the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (d) In the event of a direct conflict between the priority provisions of this Section 7.2.2 and other provisions contained in any other Loan Document, it is the intention of the parties to this Agreement that all such priority provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 7.2.2 will shall control and govern.

Application of Certain Payments. 7.2.1 So long as no Default or Event of Default has occurred and is continuing, (a) payments matching specific scheduled payments then due will be applied to those scheduled payments and (b) voluntary and mandatory prepayments will shall be applied as set forth in Sections 6.1 and 6.2Section 6.3. 7.2.2 Subject to any written agreement among Administrative Agent and the Lenders: (a) All payments of principal and interest in respect of outstanding Loans, all payments of fees, and all other payments in respect of any other Obligations, will be allocated by Administrative Agent among Administrative Agent and the Lenders, as applicable, in proportion to their respective Pro Rata Shares or otherwise as provided in this Agreement or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made[Reserved]. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent mayAgent, and acting upon the written direction of the Required Lenders shallLenders, shall apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, as follows: (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to Administrative Agent the Agents until paid in full; (ii) second, ratably to pay the Obligations in respect of any fees (other than any Applicable Premium) and indemnities then due and payable to the Lenders until paid in full; (iii) third, ratably (to Administrative Agent in accordance with Administrative Agent’s outstanding Protective Advances) to pay interest then due and payable in respect of Protective Advances until paid in full; (iv) fourth, ratably (to Administrative Agent in accordance with Administrative Agent’s outstanding Protective Advances) to pay principal of the Protective Advances until paid in full; (v) fifth, ratably, to pay interest then due and payable in respect of the Term Loans until paid in fullfull based on the Dollar Amount thereof; (viiv) sixthfourth, ratably to pay principal of the Term Loans until paid in fullfull based on the Dollar Amount thereof; (viiv) seventh, ratably to pay the Obligations in respect of any Applicable Premium then due and payable until paid in full; and (viii) eighthfifth, to the ratable payment of all other Obligations then due and payable. (c) For purposes of Section 7.2.2(b), “"paid in full” " means payment in cash of all amounts owing under the Loan Documents (or, to the extent those Obligations are contingent, to provide Cash Collateral in respect of those Obligations) according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after, or that would have accrued but for, the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (d) In the event of a direct conflict between the priority provisions of this Section 7.2.2 and other provisions contained in any other Loan Document, it is the intention of the parties to this Agreement that all such priority provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 7.2.2 will shall control and govern.

Application of Certain Payments. 7.2.1 1.1.1 So long as no Default or Event of Default has occurred and is continuing, (a) payments matching specific scheduled payments then due will be applied to those scheduled payments and (b) voluntary and mandatory prepayments will shall be applied as set forth in Sections 6.1 and 6.2Section 6.3. 7.2.2 1.1.2 Subject to any written agreement among Administrative Agent and the Lenders: (a) All payments of principal and interest in respect of outstanding Loans, all payments of fees, and all other payments in respect of any other Obligations, will be allocated by Administrative Agent among Administrative Agent and the Lenders, as applicable, in proportion to their respective Pro Rata Shares or otherwise as provided in this Agreement or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made[Reserved]. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent mayAgent, and acting upon the written direction of the Required Lenders shallLenders, shall apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, as follows: (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to Administrative Agent the Agents until paid in full; (ii) second, ratably to pay the Obligations in respect of any fees (other than any Applicable Premium) and indemnities then due and payable to the Lenders until paid in full; (iii) third, ratably (to Administrative Agent in accordance with Administrative Agent’s outstanding Protective Advances) to pay interest then due and payable in respect of Protective Advances until paid in full; (iv) fourth, ratably (to Administrative Agent in accordance with Administrative Agent’s outstanding Protective Advances) to pay principal of the Protective Advances until paid in full; (v) fifth, ratably, to pay interest then due and payable in respect of the Term Loans until paid in fullfull based on the Dollar Amount thereof; (viiv) sixthfourth, ratably to pay principal of the Term Loans until paid in fullfull based on the Dollar Amount thereof; (viiv) seventh, ratably to pay the Obligations in respect of any Applicable Premium then due and payable until paid in full; and (viii) eighthfifth, to the ratable payment of all other Obligations then due and payable. (c) For purposes of Section 7.2.2(b), “paid in full” means payment in cash of all amounts owing under the Loan Documents (or, to the extent those Obligations are contingent, to provide Cash Collateral in respect of those Obligations) according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after, or that would have accrued but for, the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (d) In the event of a direct conflict between the priority provisions of this Section 7.2.2 and other provisions contained in any other Loan Document, it is the intention of the parties to this Agreement that all such priority provisions be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 7.2.2 will shall control and govern.

Application of Certain Payments. 7.2.1 (i) So long as no Default or Event of Default has occurred and is continuing, (a) payments matching specific scheduled payments then due will shall be applied to those scheduled payments and (b) voluntary and mandatory prepayments will shall be applied as set forth in Sections 6.1 6.2 and 6.2. 7.2.2 Subject 6.3. Concurrently with each remittance to any written agreement among Administrative Agent and the Lenders: (a) All payments Lender of principal and interest in respect of outstanding Loans, all payments of fees, and all other payments in respect its share of any other Obligationssuch payment, will be allocated by Administrative Agent among Administrative Agent and shall advise such Lender as to the Lenders, as applicable, in proportion to their respective Pro Rata Shares or otherwise as provided in this Agreement or, in respect application of payments not made on account of Loans, as designated by the Person making payment when the payment is madesuch payment. (bii) After Notwithstanding anything to the contrary contained in this Agreement, if an Event of Default has occurred and is continuing Borrower hereby irrevocably waives the right to direct the application of payments received from or on behalf of Borrower, and Borrower hereby irrevocably agrees, as between Borrower on the one hand and Agent and Lenders on the other, that Agent shall have the continuing exclusive right to apply any and all such payments against the Obligations as Agent may deem advisable excluding any previous entry by Agent in the loan account maintained by Agent with respect to the Loans or any other books and records. (iii) Following the occurrence and during the continuance of an Event of Default, Administrative but absent the occurrence and continuance of an Acceleration Event, Agent may, shall apply any and upon the direction of the Required Lenders shall, apply all payments received by Agent in respect of the Obligations, and any Obligations and all proceeds of the CollateralCollateral received by Agent, subject to the provisions of Obligations in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, as follows: (i) firstthe other Loan Documents or the Collateral; second, ratably to pay the Obligations in respect of any accrued and unpaid interest on Agent Advances; third, to Agent Advances; fourth, to all fees, expense reimbursementscosts, indemnities indemnities, liabilities, obligations and expenses incurred by or owing to any Lender or its Affiliates with respect to this Agreement, the other amounts then due and payable to Administrative Agent until paid in fullLoan Documents or the Collateral; (ii) second, ratably to pay the Obligations in respect of any fees (other than any Applicable Premium) and indemnities then due and payable to the Lenders until paid in full; (iii) third, ratably (to Administrative Agent in accordance with Administrative Agent’s outstanding Protective Advances) to pay interest then due and payable in respect of Protective Advances until paid in full; (iv) fourth, ratably (to Administrative Agent in accordance with Administrative Agent’s outstanding Protective Advances) to pay principal of the Protective Advances until paid in full; (v) fifth, ratably, to pay accrued and unpaid interest then due and payable in respect of the Term Loans until paid in fullon all other Obligations; (vi) sixth, ratably to pay principal of the Term Loans until paid in full[Reserved]; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Premium then due and payable until paid in full; and (viii) eighth, to the ratable payment principal amount of all other Obligations then due and payableowing, to the Obligations owing to any Lender or its Affiliates in respect of any Hedging Obligations (to the extent such Hedging Obligations constitute Obligations then due and owing to any Lender) and to Cash Collateralize any then outstanding Letter of Credit Obligations and payment of related fees; eighth, to all other outstanding Obligations (other than those described in clauses ninth below); and ninth, to provide cash collateral to secure any contingent Obligations, including Obligations in respect of Hedging Obligations. (civ) For purposes Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agent shall apply any and all payments received by Agent in respect of Section 7.2.2(bthe Obligations, and any and all proceeds of Collateral received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to Agent with respect to this Agreement, the other Loan Documents or the Collateral; second, to accrued and unpaid interest on Agent Advances; third, to Agent Advances; fourth, to all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender or its Affiliates with respect to this Agreement, the other Loan Documents or the Collateral; fifth, to accrued and unpaid interest on all other Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); sixth, “paid in full” means payment in cash ratably to the principal amount of all amounts owing under the Loan Documents (orother Obligations outstanding, to the extent those Obligations are contingent, owing to provide Cash Collateral any Lender or its Affiliates in respect of those Obligations) according any Hedging Obligations (to the terms thereof, including loan fees, service fees, professional fees, interest (extent such Hedging Obligations constitute Obligations then due and specifically including interest accrued after, or that would have accrued but for, the commencement of owing to any Insolvency ProceedingLender), default interestand to Cash Collateralize any and all Letter of Credit Obligations and future payment of related fees herein; and seventh, interest on interest, to all other outstanding Obligations and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceedingcontingent Obligations. (dv) In Any balance remaining after giving effect to the event of a direct conflict between the priority provisions of applications set forth in this Section 7.2.2 7.2 shall be delivered to Borrower or to whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out any of the applications set forth in this Section 7.2, (i) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category and other provisions contained (ii) each of the Persons entitled to receive a payment or cash collateral in any particular category shall receive an amount equal to its pro rata share of amounts available to be applied pursuant thereto for such category. (vi) Agent is authorized (but not obligated) 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, costs (including insurance premiums in accordance with Section 10.3) and interest and principal, owing by Borrower under this Agreement or any of the other Loan DocumentDocuments if and to the extent Borrower fails to promptly pay any such amounts as and when due, it is even if such charges would cause the intention balance of the parties aggregate Revolving Outstandings to this Agreement that all exceed the Borrowing Base but not if such priority provisions charges would cause the aggregate Advances to exceed the Revolving Commitment. Any charges so made shall, unless prohibited by Applicable Law, constitute part of the Revolving Loan hereunder and may be read together and construed, to made regardless of whether the fullest extent possible, to be conditions set forth in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 7.2.2 will control and govern.62

Application of Certain Payments. 7.2.1 So long Each payment ------------------------------- shall be applied to such Loans or other obligations of the Company hereunder as no Default the Company shall direct by notice to be received by the Agent on or before the date of such payment or, in the absence of such notice or during any Event of Default has occurred and is continuingor Unmatured Event of Default under Section 8.1.3, (a) payments matching specific scheduled payments then due will be applied to those scheduled payments and (b) voluntary and mandatory prepayments will be applied as set forth in Sections 6.1 and 6.2. 7.2.2 Subject to any written agreement among Administrative Agent and the Lenders:follows: ------------- (a) All payments of principal and interest in respect of outstanding Loans, all payments of fees, and all other payments in respect of any other Obligations, will be allocated by Administrative Agent among Administrative Agent and the Lenders, as applicable, in proportion to their respective Pro Rata Shares or otherwise as provided in this Agreement or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, Administrative Agent may, and upon the direction of the Required Lenders shall, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, as follows: (i) first, ratably to pay the Obligations all obligations hereunder or under ----- any Loan Document in respect of any fees, expense reimbursements, reimbursements or indemnities and other amounts then due to the Agent (solely in its capacity as the Agent and payable not as a Bank); (b) second, to Administrative Agent until paid pay ratably interest due in full; respect of ------ (i) all Loans and (ii) second(without duplication) reimbursement obligations in connection with Letters of Credit; (c) third, ratably to pay or prepay ratably the Obligations principal ----- amount of all Loans and (without duplication) reimbursement obligations in connection with Letters of Credit (or to provide collateral in respect of Letters of Credit to the extent such reimbursement obligations are contingent); (d) fourth, to pay ratably all obligations hereunder ------ or under any Loan Document in respect of any fees (other than any Applicable Premium) and expenses and indemnities then due and payable to the Lenders until paid in fullBanks (including any issuing Bank); and (iii) third, ratably (to Administrative Agent in accordance with Administrative Agent’s outstanding Protective Advances) to pay interest then due and payable in respect of Protective Advances until paid in full; (iv) fourth, ratably (to Administrative Agent in accordance with Administrative Agent’s outstanding Protective Advances) to pay principal of the Protective Advances until paid in full; (ve) fifth, ratably, to pay interest then due and payable in respect of the Term Loans until paid in full; (vi) sixth, ratably to pay principal of the Term Loans until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Premium then due and payable until paid in full; and (viii) eighth, to the ratable payment of all other Obligations then due obligations ----- hereunder or under any Loan Document. The order of priority set forth in this Section and payable. (c) For purposes of Section 7.2.2(b), “paid in full” means payment in cash of all amounts owing under the Loan Documents (or, to the extent those Obligations are contingent, to provide Cash Collateral in respect of those Obligations) according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after, or that would have accrued but for, the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (d) In the event of a direct conflict between the priority related provisions of this Section 7.2.2 Agreement are set forth solely to determine the rights and other provisions contained priorities of the Agent and the Banks as among themselves and may at any time or from time to time be changed, and any application of funds hereunder may be reversed and reapplied, by the Agent and the Banks in writing as they may elect, without necessity of notice to or consent of or approval by the Company or any other Loan DocumentPerson, it is provided that such change shall not have the intention result of the parties to causing amounts not otherwise due under this Agreement that all such priority provisions be read together and construed, to become due. The Agent shall advise the Banks as to the fullest extent possible, to be in concert with each other. In the event application of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 7.2.2 will control and governpayment upon request.