Common use of Application of Payments During an Event of Default Clause in Contracts

Application of Payments During an Event of Default. Each of Parent and the Borrower hereby irrevocably waives, and agrees to cause each Loan Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral and agrees that, notwithstanding the provisions of clause (a) above, the Administrative Agent may, and, upon either (A) the direction of the Required Lenders or (B) the termination of any Commitment or the acceleration of any Obligation pursuant to Section 9.2, shall, apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account and all other proceeds of Collateral (i) first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent and the Collateral Agent in such capacities, (ii) second, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders and the L/C Issuer, (iii) third, to pay interest then due and payable in respect of the Loans and L/C Reimbursement Obligations and interest then due and payable in respect of any amount owing under any Secured Hedging Document or Secured Cash Management Agreement, (iv) fourth, to repay the outstanding principal amounts of the Loans and L/C Reimbursement Obligations, to provide cash collateral for Letters of Credit in the manner and to the extent described in Section 9.4 and to pay amounts, other than interest, owing with respect to Secured Hedging Documents and Secured Cash Management Agreements, and (v) fifth, to the ratable payment of all other Obligations.

Application of Payments During an Event of Default. Each of Parent and the The Borrower hereby irrevocably waives, and agrees to cause each U.S. Loan Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any U.S. Secured Obligation and any proceeds of U.S. Collateral and agrees that, notwithstanding the provisions of clause (a) above, the Administrative Agent may, and, upon either (A) the direction of the Required Lenders or (B) the termination of any Commitment or the acceleration of any U.S. Secured Obligation pursuant to Section 9.2, shall, apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account U.S. Secured Obligation and all other proceeds of U.S. Collateral (i) first, to pay U.S. Secured Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent and the Collateral Agent in such capacitiesAgent, (ii) second, to pay U.S. Secured Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders and the L/C IssuerIssuers, (iii) third, to pay interest then due and payable in respect of the Loans and L/C Reimbursement Obligations and interest then due and payable in respect of any amount owing under any Secured Hedging Document or Secured Cash Management AgreementObligations, (iv) fourth, to repay the outstanding principal amounts of the Loans and L/C Reimbursement Obligations, Obligations and to provide cash collateral for Letters of Credit in the manner and to the extent described in Section 9.4 9.3 and to pay amounts, other than interest, amounts owing with respect to Secured Hedging Documents and Secured Cash Management Agreements, and (v) fifth, to the ratable payment of all other U.S. Secured Obligations, and (vi) sixth, thereafter, to pay any excess proceeds to or upon the order of the relevant U.S. Loan Party or U.S. Loan Parties or whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

Application of Payments During an Event of Default. Each of Parent and the The Borrower hereby irrevocably waives, and agrees to cause each Loan Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral and agrees that, notwithstanding the provisions of clause (a) above, the Administrative Agent may, and, upon either (A) the direction of the Required Lenders or (B) the termination of any Commitment or the acceleration of any Obligation pursuant to Section 9.2, shall, apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account and all other proceeds of Collateral (i) first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent and the Collateral Agent in such capacitiesAgent, (ii) second, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders and the L/C IssuerIssuers, (iii) third, to pay interest then due and payable in respect of the Loans and L/C Reimbursement Obligations and interest then due and payable in respect of any amount owing under any Secured Hedging Document or Secured Cash Management AgreementObligations, (iv) fourth, to repay the outstanding principal amounts of the Loans and L/C Reimbursement Obligations, to provide cash collateral for Letters of Credit in the manner and to the extent described in Section 9.4 9.3 and to pay amounts, other than interest, amounts owing with respect to Secured Hedging Documents and Secured Cash Management Agreements, Agreements and (v) fifth, to the ratable payment of all other Obligations.

Application of Payments During an Event of Default. Each of Parent and the The Borrower hereby irrevocably waives, and agrees to cause each International Loan Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any International Secured Obligation and any proceeds of International Collateral and agrees that, notwithstanding the provisions of clause (a) above, the Administrative Agent may, and, upon either (A) the direction of the Required Lenders or (B) the termination of any Commitment or the acceleration of any International Secured Obligation pursuant to Section 9.2, shall, apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account International Secured Obligation and all other proceeds of International Collateral (i) first, to pay International Secured Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent and the Collateral Agent in such capacitiesAgent, (ii) second, to pay International Secured Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders and the L/C IssuerIssuers, (iii) third, to pay interest then due and payable in respect of the Loans and L/C Reimbursement Obligations and interest then due and payable in respect of any amount owing under any Secured Hedging Document or Secured Cash Management AgreementObligations, (iv) fourth, to repay the outstanding principal amounts of the Loans and L/C Reimbursement Obligations, Obligations and to provide cash collateral for Letters of Credit in the manner and to the extent described in Section 9.4 9.3 and to pay amounts, other than interest, amounts owing with respect to Secured Hedging Documents and Secured Cash Management Agreements, and (v) fifth, to the ratable payment of all other International Secured Obligations, and (vi) sixth, thereafter, to pay any excess proceeds to or upon the order of the relevant International Loan Party or International Loan Parties or whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

Application of Payments During an Event of Default. Each of Parent and the Borrower Borrowers hereby irrevocably waives, and agrees to cause each Loan Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral and agrees thatthat the Administrative Agent may apply all payments in respect of any Obligation and all proceeds of Collateral to the Obligations in accordance with this Section 2.12 or as otherwise directed by the Administrative Agent and all Lenders. Without limiting the foregoing, notwithstanding the provisions if an Event of clause (a) aboveDefault has occurred and is continuing, the Administrative Agent may, and, upon either (A) the direction of the Required Lenders, the Required Revolving A Lenders or (B) the termination of any Commitment Required Revolving B Lenders, or upon the acceleration of any Obligation pursuant to Section 9.2, the Administrative Agent shall, apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account Obligation and all other proceeds of Collateral (i) first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent and the Collateral Agent in such capacitiesAgent, (ii) second, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders and the L/C IssuerLenders, (iii) third, to pay interest then due and payable in respect of the Loans and L/C Reimbursement Obligations and interest then due and payable in respect of any amount owing under any Secured Hedging Document or Secured Cash Management AgreementLoans, (iv) fourth, to repay the outstanding principal amounts of the Loans and L/C Reimbursement Obligations, to provide cash collateral for Letters of Credit in the manner and to the extent described in Section 9.4 and to pay amounts, other than interest, owing with respect to Secured Hedging Documents and Secured Cash Management Agreements, and (v) fifth, to the ratable payment of all other Obligations. If sufficient amounts are not available to repay all outstanding Obligations described in any priority level set forth in this Section 2.12(a), the available amounts shall be applied, unless otherwise expressly specified herein, to such Obligations in the applicable priority level ratably based on the proportion of the Secured Parties’ interest in such Obligations. Any priority level set forth in this Section 2.12 that includes interest shall include all such interest, whether or not accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or similar proceeding, and whether or not a claim for post-filing or post-petition interest is allowed in any such proceeding.

Application of Payments During an Event of Default. Each of Parent Notwithstanding anything herein to the contrary, following the occurrence and the Borrower hereby irrevocably waives, and agrees to cause each Loan Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any Default, and all payments in respect of any Obligation and any proceeds of Collateral and agrees that, notwithstanding the provisions of clause (a) above, the Administrative Agent may, and, upon either (A) the direction of the Required Lenders or (B) the termination of any Commitment or the acceleration of any Obligation pursuant to Section 9.2, shall, apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account and all other proceeds of Collateral (i) first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due notice thereof to the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations shall, subject to Sections 2.26 and 2.27, shall be applied by the Collateral Administrative Agent as follows: first, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent in such capacitiesits capacity as such; second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, reimbursement obligations in respect of drawings under Letters of Credit, interest and Letters of Credit fees) payable to the Lenders (including fees and disbursements and other charges of counsel) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) secondpayable to them; third, to pay payment of that portion of the Obligations constituting accrued and unpaid Letters of Credit fees and interest on the Loans and unreimbursed borrowings under Letters of Credit, ratably among the Lenders in proportion to the respective amounts described in this clause (iii) payable to them; fourth, (A) to payment of that portion of the Obligations constituting unpaid principal of the Loans, unreimbursed borrowings under Letters of Credit and amounts owing with respect to Specified Hedge Agreements and Cash Management Documents and (B) to Cash Collateralize that portion of any cost or expense reimbursementsL/C Obligations comprising the undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Section 2.27, fees or indemnities then due to ratably among the Lenders and the L/C Issuer, Issuers in proportion to the respective amounts described in this clause (iiiiv) third, payable to pay interest then due and payable in respect them; provided that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the ratable account of the Loans and applicable Issuing Lenders to Cash Collateralize such L/C Reimbursement Obligations and interest then due and payable in respect Obligations, (y) subject to Section 3.5 or 2.27, amounts used to Cash Collateralize the aggregate amount of any amount owing under any Secured Hedging Document or Secured Cash Management Agreement, Letters of Credit pursuant to this clause (iv) fourth, shall be used to repay the outstanding principal amounts of the Loans and L/C Reimbursement Obligations, to provide cash collateral for satisfy drawings under such Letters of Credit in the manner and to the extent described in Section 9.4 and to pay amounts, other than interest, owing with respect to Secured Hedging Documents and Secured Cash Management Agreements, and (v) fifth, to the ratable payment of all other Obligations.as they occur and

Application of Payments During an Event of Default. Each of Parent Holdings and the Borrower hereby irrevocably waives, and agrees to cause each Loan Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral and agrees that, notwithstanding the provisions of clause (a) above, the Administrative Agent may, and, upon either (A) the direction of the Required Lenders or (B) the termination of any Commitment or the acceleration of any Obligation pursuant to Section 9.2, shall, apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account and all other proceeds of Collateral (i) first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent and the Collateral Agent in such capacitiesAgent, (ii) second, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders and the L/C IssuerIssuers, (iii) third, to pay interest then due and payable in respect of the Loans and L/C Reimbursement Obligations and interest then due and payable in respect of any amount owing under any Secured Hedging Document or Secured Cash Management AgreementObligations, (iv) fourth, to repay the outstanding principal amounts of the Loans and L/C Reimbursement Obligations, Obligations and to provide cash collateral for Letters of Credit in the manner and to the extent described in Section 9.4 and 9.3, (v) fifth, to pay amounts, other than interest, amounts owing with respect to Secured Hedging Documents and Secured Cash Management Agreements, Agreements and (vvi) fifthsixth, to the ratable payment of all other Obligations.

Application of Payments During an Event of Default. Each of Parent Notwithstanding anything herein to the contrary, following the occurrence and the Borrower hereby irrevocably waives, and agrees to cause each Loan Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any Default, and all payments in respect of any Obligation and any proceeds of Collateral and agrees that, notwithstanding the provisions of clause (a) above, the Administrative Agent may, and, upon either (A) the direction of the Required Lenders or (B) the termination of any Commitment or the acceleration of any Obligation pursuant to Section 9.2, shall, apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account and all other proceeds of Collateral (i) first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due notice thereof to the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Secured Obligations shall, subject to Sections 2.26 and 2.27, be applied by the Collateral Administrative Agent as follows: first, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts payable to the Agents in such capacities, (ii) their capacities as such; second, to pay payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal, reimbursement obligations in respect of any cost or expense reimbursementsdrawings under Letters of Credit, interest and Letters of Credit fees) payable to the Lenders (including fees or indemnities then due and disbursements and other charges of counsel) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause second payable to them; third, to payment of that portion of the Secured Obligations constituting accrued and unpaid Letters of Credit fees, interest on the Loans and interest on unreimbursed borrowings under Letters of Credit, ratably among the Lenders in proportion to the respective amounts described in this clause third payable to them; fourth, (A) to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans, unreimbursed borrowings under Letters of Credit and amounts owing with respect to Specified Hedge Agreements (unless such payments are made with the proceeds of guarantees and collateral which do not support the Specified Hedge Agreements) and Cash Management Documents and (B) to Cash Collateralize that portion of L/C Obligations comprising the undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Section 2.27, ratably among the Lenders and the Issuing Lenders in proportion to the respective amounts described in this clause fourth payable to them; provided that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Lenders to Cash Collateralize such L/C IssuerObligations, (iiiy) thirdsubject to Section 3.5 or 2.27, amounts used to pay interest then due and payable in respect Cash Collateralize the aggregate amount of the Loans and L/C Reimbursement Obligations and interest then due and payable in respect of any amount owing under any Secured Hedging Document or Secured Cash Management Agreement, (iv) fourth, to repay the outstanding principal amounts of the Loans and L/C Reimbursement Obligations, to provide cash collateral for Letters of Credit in the manner and pursuant to the extent described in Section 9.4 and this clause fourth shall be used to pay amounts, other than interest, owing with respect to Secured Hedging Documents and Secured Cash Management Agreements, satisfy drawings under such Letters of Credit as they occur and (vz) upon the expiration of any Letter of Credit, the pro rata share of Cash Collateral shall be distributed in accordance with this clause fourth; fifth, to the ratable payment in full of all other Secured Obligations (other than Secured Obligations under the Specified Hedge Agreements to the extent of any payments made with the proceeds of guarantees and collateral which do not support the Specified Hedge Agreements), in each case, ratably among the Agents and the Lenders based upon the respective aggregate amounts of all such Secured Obligations owing to them in accordance with the respective amounts thereof then due and payable; and finally, the balance, if any, after all Secured Obligations have been paid in full, to the Borrower or as otherwise required by Law. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Secured Obligations, if any, in the order set forth above.

Application of Payments During an Event of Default. Each of Parent and the Borrower (i) The U.S. Borrowers hereby irrevocably waiveswaive, and agrees and, subject to Section 2.2B(d), agree to cause each Loan Party and each other Group Member (which shall not include Bombay Canada) to waive, the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation of their Obligations and any proceeds of their Collateral and agrees agree that, notwithstanding the provisions of clause (a) above, the Administrative Agent may, and, upon either (A) the direction of the Required Lenders or (B) the termination of any U.S. Revolving Credit Commitment or the acceleration of any Obligation of their Obligations pursuant to Section 9.28.2, shall, apply all payments in respect of any Obligationof their Obligations, all funds on deposit in any Cash Collateral Account and all other proceeds of their Collateral (i) first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent and the Collateral Agent in such capacitiesAgent, (ii) second, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the U.S. Lenders and the L/C IssuerIssuers, (iii) third, to pay interest then due and payable in respect of the U.S. Revolving Loans and L/C Reimbursement Obligations and interest then due and payable in respect of any amount owing under any Secured Hedging Document or Secured Cash Management AgreementObligations, (ivvi) fourth, to repay the outstanding principal amounts of the U.S. Revolving Loans and L/C Reimbursement Obligations, to provide cash collateral for Letters of Credit in the manner and to the extent described in Section 9.4 and to pay amounts, other than interest, owing with respect to Secured Hedging Documents and Secured Cash Management Agreements, 8.3 and (vvii) fifth, to the ratable payment of all other of their Obligations.

Application of Payments During an Event of Default. Each of Parent and the Borrower Loan Party hereby irrevocably waives, and agrees to cause each Loan Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral and agrees that, notwithstanding the provisions of clause (a) above, the Administrative Agent may, and, upon either (A1) the direction of the Required Lenders or (B2) the termination of any Revolving Credit Commitment or the acceleration of any Obligation pursuant to Section 9.2, shall, shall apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account Obligation and all other proceeds of Collateral (i) first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent and the Collateral Agent in such capacitiesAgent, (ii) second, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Revolving Credit Lenders (in their capacity as Lenders) and the L/C IssuerIssuers, (iii) third, to pay interest then due and payable in respect of the Revolving Loans and the L/C Reimbursement Obligations and interest then due and payable in respect of any amount owing under any Secured Hedging Document or Secured Cash Management AgreementObligations, (iv) fourth, to repay the outstanding principal amounts of the Revolving Loans and the L/C Reimbursement Obligations, Obligations and to provide cash collateral for Letters of Credit in the manner and to the extent extend described in Section 9.4 9.3 and to pay amounts, other than interest, amounts owing with respect to Secured Hedging Documents Hedge Agreements (but paid only to the extent and Secured Cash Management Agreementsup to the amount of reserves against the Borrowing Base that have been established for “potential future exposure” as calculated by Administrative Agent in its sole credit judgment), and (v) fifth, to the ratable payment of all other Obligations, including Cash Management Obligations; provided, that, notwithstanding anything to the contrary set forth above, in no event shall the proceeds of any Collateral owned, or any Guarantee Obligations provided, by any Loan Party under any Loan Document be applied to repay or cash collateralize any Excluded Swap Obligation with respect to such Loan Party.

Application of Payments During an Event of Default. Each of Parent and the The Borrower hereby irrevocably waives, and agrees to cause each Loan Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral and agrees that, notwithstanding the provisions of clause clauses (a) and (b) above, the Administrative Agent may, and, upon either (Ai) the direction of the Required Lenders or (Bii) the termination of any Commitment or the acceleration of any Obligation Obligations pursuant to Section 9.2, shall, apply or cause the application of all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account (subject, in the case of the Distributor Lockbox Account, to the terms of the Distributor Lockbox Collateral Agency Agreement, and in the case of the Holdings Operating Account, the terms of the Multiparty Agreement) and all other proceeds of Collateral (iA) first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent and the Collateral Agent in such capacitiesAgent, (iiB) second, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders and the L/C Issuerother Agents, (iiiC) third, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders, (D) fourth, to pay interest then due and payable in respect of the Loans and L/C Reimbursement Obligations and interest then due and payable in respect of any amount owing under any Secured Hedging Document or Secured Cash Management AgreementLoans, (ivE) fourthfifth, to repay the ratable payment of the outstanding principal amounts of the Loans and L/C Reimbursement Obligations, to provide cash collateral for Letters of Credit in the manner and to the extent described in Section 9.4 and to pay amounts, other than interest, all amounts then owing with respect to Secured Hedging Documents and Secured Cash Management AgreementsDocuments, and (vF) fifthsixth, to the ratable payment of all other Secured Obligations and (G) seventh, to the payment of all other Obligations.

Application of Payments During an Event of Default. Each of Parent Notwithstanding anything herein to the contrary but subject to the Intercreditor Agreement, following the occurrence and the Borrower hereby irrevocably waives, and agrees to cause each Loan Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any Default, and all payments in respect of any Obligation and any proceeds of Collateral and agrees that, notwithstanding the provisions of clause (a) above, the Administrative Agent may, and, upon either (A) the direction of the Required Lenders or (B) the termination of any Commitment or the acceleration of any Obligation pursuant to Section 9.2, shall, apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account and all other proceeds of Collateral (i) first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due notice thereof to the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Secured Obligations shall, subject to Sections 2.26 and 2.27, be applied by the Collateral Administrative Agent as follows: first, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts payable to the Agents in such capacities, (ii) their capacities as such; second, to pay payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal, reimbursement obligations in respect of any cost or expense reimbursementsdrawings under Letters of Credit, interest and Letters of Credit fees) payable to the Lenders (including fees or indemnities then due and disbursements and other charges of counsel) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause second payable to them; third, to payment of that portion of the Secured Obligations constituting accrued and unpaid Letters of Credit fees, interest on the Loans and interest on unreimbursed borrowings under Letters of Credit, ratably among the Lenders in proportion to the respective amounts described in this clause third payable to them; fourth, (A) to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans, unreimbursed borrowings under Letters of Credit and amounts owing with respect to Specified Hedge Agreements (unless such payments are made with the proceeds of guarantees and collateral which do not support the Specified Hedge Agreements) and Cash Management Documents and (B) to Cash Collateralize that portion of L/C Obligations comprising the undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Section 2.27, ratably among the Lenders and the Issuing Lenders in proportion to the respective amounts described in this clause fourth payable to them; provided that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Lenders to Cash Collateralize such L/C IssuerObligations, (iiiy) thirdsubject to Section 3.5 or 2.27, amounts used to pay interest then due and payable in respect Cash Collateralize the aggregate amount of the Loans and L/C Reimbursement Obligations and interest then due and payable in respect of any amount owing under any Secured Hedging Document or Secured Cash Management Agreement, (iv) fourth, to repay the outstanding principal amounts of the Loans and L/C Reimbursement Obligations, to provide cash collateral for Letters of Credit in the manner and pursuant to the extent described in Section 9.4 and this clause fourth shall be used to pay amounts, other than interest, owing with respect to Secured Hedging Documents and Secured Cash Management Agreements, satisfy drawings under such Letters of Credit as they occur and (vz) upon the expiration of any Letter of Credit, the pro rata share of Cash Collateral shall be distributed in accordance with this clause fourth; fifth, to the ratable payment in full of all other Secured Obligations (other than Secured Obligations under the Specified Hedge Agreements to the extent of any payments made with the proceeds of guarantees and collateral which do not support the Specified Hedge Agreements), in each case, ratably among the Agents and the Lenders based upon the respective aggregate amounts of all such Secured Obligations owing to them in accordance with the respective amounts thereof then due and payable; and finally, the balance, if any, after all Secured Obligations have been paid in full, to the Borrower or as otherwise required by Law or any applicable subordination or intercreditor agreement. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Secured Obligations, if any, in the order set forth above.

Application of Payments During an Event of Default. Each of Parent and the The Borrower hereby irrevocably waives, and agrees to cause each Loan Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral and agrees that, notwithstanding the provisions of clause clauses (a) and (b) above, the Administrative Agent Agent, with the consent of the Collateral Agent, may, and, upon either (Ai) the direction of the Required Lenders or (Bii) the termination of any Commitment or the acceleration of any Obligation Obligations pursuant to Section 9.28.2, shall, apply or cause the application of all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account and all other proceeds of Collateral (iA) first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent and the Collateral Agent in such capacitiesAgent, (iiB) second, to pay Obligations in respect of any cost or expense CONFIDENTIAL TREATMENT REQUESTED BY CINEDIGM CORP. OF CERTAIN PROVISIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. reimbursements, fees or indemnities then due to the other Agents, (C) third, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders and the L/C IssuerIssuing Banks, (iiiD) thirdfourth, to pay interest then due and payable in respect of the Loans and L/C Reimbursement Obligations and interest then due and payable in respect of any amount owing under any Secured Hedging Document or Secured Cash Management Agreementhereunder, (ivE) fourthfifth, to repay the ratable payment of the outstanding principal amounts of the Loans Loans, unreimbursed LC Disbursements and L/C Reimbursement Obligations, to provide cash collateral for Letters of Credit in the manner and to the extent described in Section 9.4 and to pay amounts, other than interest, all amounts then owing with respect to Secured Hedging Documents and Secured Cash Management Agreements, and (vF) fifthsixth, to the ratable payment of all other Obligations.

Application of Payments During an Event of Default. Each of Parent and the Borrower hereby irrevocably waives, and agrees to cause each Loan Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral and agrees that, notwithstanding the provisions of clause (a) above, the Administrative Agent may, and, upon either (A) the direction of the Required Lenders or (B) the termination of any Commitment or the acceleration of any Obligation pursuant to Section 9.2, shall, shall apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account and all other proceeds of Collateral (i) first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent and the Collateral Agent (in such capacitiesits capacity as Administrative Agent), (ii) second, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders and the L/C IssuerIssuers, (iii) third, to pay interest then due and payable in respect of the Loans and L/C Reimbursement Obligations and interest then due and payable in respect of any amount owing under any Secured Hedging Document or Secured Cash Management AgreementObligations, (iv) fourth, to repay the outstanding principal amounts of the Loans and L/C Reimbursement Obligations, to provide cash collateral for Letters of Credit in the manner and to the extent described in Section 9.4 9.3 and to pay amounts, other than interest, amounts owing with respect to Secured Hedging Documents and Secured Cash Management Agreements, Agreements and (v) fifth, to the ratable payment of all other Obligations.

Application of Payments During an Event of Default. Each of Parent Holdings and the Borrower hereby irrevocably waives, and agrees to cause each Loan Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral and agrees that, notwithstanding the provisions of clause (a) above, the Administrative Agent may, and, upon either (A) the direction of the Required Lenders or (B) the termination of any Commitment or the acceleration of any Obligation pursuant to Section 9.2, shall, apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account and all other proceeds of Collateral (i) first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent and the Collateral Agent in such capacitiesAgent, (ii) second, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders and the L/C IssuerIssuers, (iii) third, to pay interest then due and payable in respect of the Loans and L/C Reimbursement Obligations and interest then due and payable in respect of any amount owing under any Secured Hedging Document or Secured Cash Management AgreementObligations, (iv) fourth, to repay the outstanding principal amounts of the Loans and L/C Reimbursement Obligations, to provide cash collateral for Letters of Credit in the manner and to the extent described in Section 9.4 9.3 and to pay amounts, other than interest, owing with respect to any Obligations under any Secured Hedging Documents and Agreement or any Secured Cash Management Agreements, Agreement and (v) fifth, to the ratable payment of all other Obligations.

Application of Payments During an Event of Default. Each of Parent and the Borrower hereby irrevocably waives, and agrees to cause each Loan Party and each other Group Member Restricted Person to waive, the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Secured Obligation and any proceeds of Collateral and agrees that, notwithstanding the provisions of clause (ae) above, the Administrative Agent may, and, upon either (A) the direction of the Required Lenders or (B) the termination of any the Revolver Commitment or the acceleration of any Obligation pursuant to Section 9.28.2, shall, apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account Secured Obligation and all other proceeds of Collateral (i) first, to pay Secured Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent and the Collateral Agent in such capacitiesAgent, (ii) second, to pay Secured Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders and the L/C LC Issuer, (iii) third, to pay interest then due and payable in respect of the Loans and L/C Reimbursement Obligations and interest then due and payable in respect of any amount owing under any Secured Hedging Document or Secured Cash Management AgreementLC Obligations, (iv) fourth, to repay the outstanding principal amounts of the Term Loans, in inverse order of maturity, then to the outstanding principal balance of the Revolver Loans and L/C Reimbursement LC Obligations, to provide cash collateral for Letters of Credit in the manner and to the extent described in Section 9.4 2.16 and to pay amounts, other than interest, amounts owing with respect to Secured Lender Hedging Documents and Secured Cash Management Agreements, Obligations and (v) fifth, to the ratable payment of all other Secured Obligations.

Application of Payments During an Event of Default. Each of Parent and the The Borrower hereby irrevocably waives, and agrees to cause each Loan Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral and agrees that, notwithstanding the provisions of clause (a) above, the Administrative Agent may, and, upon either (A) the direction of the Required Lenders or (B) the termination of any Commitment or the acceleration of any Obligation pursuant to Section 9.2, shall, subject to the terms of the Intercreditor Agreement, apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account and all other proceeds of Collateral (i) first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent and the Collateral Agent in such capacitiesAgent, (ii) second, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders Arranger and the L/C IssuerSyndication Agent, (iii) third, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders, (iv) fourth, to pay interest then due and payable in respect of the Loans and L/C Reimbursement Obligations and interest then due and payable in respect of any amount owing under any Secured Hedging Document or Secured Cash Management AgreementTerm Loans, (ivv) fourthfifth, to repay the outstanding principal amounts of the Loans and L/C Reimbursement ObligationsTerm Loans, to provide cash collateral for Letters of Credit in the manner and to the extent described in Section 9.4 and to pay amounts, other than interest, owing with respect to Secured Hedging Documents and Secured Cash Management Agreements, and (vvi) fifthsixth, to the ratable payment of all other ObligationsObligations and (vii) seventh, to the Borrower or such other Person entitled thereto under applicable law.

Application of Payments During an Event of Default. Each of Parent and the Borrower hereby irrevocably waives, and agrees to cause each Loan Party other Borrower and each other Group Member Borrower to waive, the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral and agrees that, during the continuance of an Event of Default, notwithstanding the provisions of clause (a) above, the Administrative Agent may, and, upon either (A) the direction of the Required Lenders or (B) the termination of any Commitment or the acceleration of any Obligation pursuant to Section 9.29.2 as a result of such Event of Default, shall, apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account escrow established pursuant to Section 2.1(b) and all other proceeds of Collateral (i) first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent and the Collateral Agent in such capacitiesAgent, (ii) second, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders and the L/C IssuerLenders, (iii) third, to pay interest then due and payable in respect of the Loans Loans, and L/C Reimbursement Obligations and interest then due and payable in respect of any amount owing under any Secured Hedging Document or Secured Cash Management Agreement, (iv) fourth, to repay the outstanding principal amounts of the Loans and L/C Reimbursement ObligationsLoans, (v) fifth, to provide cash collateral for Letters of Credit in the manner and to the extent described in Section 9.4 and to pay amounts, other than interest, amounts owing with respect to Secured Hedging Documents and Secured Cash Management Agreements, Agreements and (vvi) fifthsixth, to the ratable payment of all other Obligations.

Application of Payments During an Event of Default. Each of Borrower and each Parent and the Borrower Guarantor hereby irrevocably waives, and agrees to cause each Loan Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral and agrees that, notwithstanding the provisions of clause clauses (a) and (b) above, the Administrative Agent may, and, upon either (A) the direction of the Required Lenders or (B) the termination of any Commitment or the acceleration of any Obligation pursuant to Section 9.2, shall, apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account and all other proceeds of Collateral (i) first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent and the Collateral Agent in such capacitiesAgent, (ii) second, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders and the L/C IssuerIssuers, (iii) third, to pay interest then due and payable in respect of the Loans and L/C Reimbursement Obligations and interest then due and payable in respect of any amount owing under any Secured Hedging Document or Secured Cash Management AgreementObligations, (iv) fourth, to repay the outstanding principal amounts of the Loans and L/C Reimbursement Obligations, to provide cash collateral for Letters of Credit in the manner and to the extent described in Section 9.4 and to pay amounts, other than interest, owing with respect to Secured Hedging Documents and Secured Cash Management Agreements9.3, and (v) fifth, to the ratable payment of all other Obligations.

Application of Payments During an Event of Default. Each of Parent and the The Borrower hereby irrevocably waives, and agrees to cause each Loan Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral and agrees that, notwithstanding the provisions of clause clauses (a) and (b) above, the Administrative Agent Agent, with the consent of the Collateral Agent, may, and, upon either (Ai) the direction of the Required Lenders or (Bii) the termination of any Commitment or the acceleration of any Obligation Obligations pursuant to Section 9.28.2, shall, apply or cause the application of all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account and all other proceeds of Collateral (iA) first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent and the Collateral Agent in such capacitiesAgent, (iiB) second, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the other Agents, (C) third, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders and the L/C IssuerIssuing Banks, (iiiD) thirdfourth, to pay interest then due and payable in respect of the Loans and L/C Reimbursement Obligations and interest then due and payable in respect of any amount owing under any Secured Hedging Document or Secured Cash Management Agreementhereunder, (ivE) fourthfifth, to repay the ratable payment of the outstanding principal amounts of the Loans Revolving Loans, unreimbursed LC Disbursements and L/C Reimbursement Obligations, to provide cash collateral for Letters of Credit in the manner and to the extent described in Section 9.4 and to pay amounts, other than interest, all amounts then owing with respect to Secured Hedging Documents and Secured Cash Management Agreements, and (vF) fifthsixth, to the ratable payment of all other Obligations.

Application of Payments During an Event of Default. Each of Parent Holdings and the Borrower hereby irrevocably waives, and agrees to cause each Loan Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any and all payments or prepayments in respect of any Obligation and any proceeds of Collateral and agrees that, notwithstanding the provisions of clause (a) above, the Administrative Agent may, and, upon either (A) the direction of the Required Lenders or (B) the termination of any Commitment or the acceleration of any Obligation pursuant to Section 9.2, shall, apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account and all other proceeds of Collateral (i) first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent and the Collateral Agent in such capacitiesAgent, (ii) second, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders and the L/C IssuerIssuers, (iii) third, to pay interest then due and payable in respect of the Loans and L/C Reimbursement Obligations and interest then due and payable in respect of any amount owing under any Secured Hedging Document or Secured Cash Management AgreementObligations, (iv) fourth, to repay the outstanding principal amounts of the Loans and L/C Reimbursement Obligations, to provide cash collateral for Letters of Credit in the manner and to the extent described in Section 9.4 9.3 and to pay amounts, other than interest, amounts owing with respect to Secured Hedging Documents and Secured Cash Management Agreements, Agreements and (v) fifth, to the ratable payment of all other Obligations.

Application of Payments During an Event of Default. Each of Parent Notwithstanding anything herein to the contrary, following the occurrence and the Borrower hereby irrevocably waives, and agrees to cause each Loan Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any Default, and all payments in respect of any Obligation and any proceeds of Collateral and agrees that, notwithstanding the provisions of clause (a) above, notice thereof to the Administrative Agent mayby the Borrower or the Required Lenders, and, upon either (A) the direction all payments received on account of the Required Lenders or (B) Obligations shall be applied by the termination of any Commitment or the acceleration of any Obligation pursuant to Section 9.2, shall, apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account and all other proceeds of Collateral (i) Administrative Agent as follows: first, to pay payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent in its capacity as such; second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts payable to the Lenders (including fees and disbursements and other charges of counsel) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause second payable to them; third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause third payable to them; fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and amounts owing with respect to Specified Hedge Agreements and Cash Management Documents in each case ratably based upon the respective aggregate amounts of any cost or expense reimbursements, fees or indemnities all such Obligations owing in accordance with the respective amounts thereof then due and payable; fifth, to the payment in full of all other Obligations, in each case ratably among the Administrative Agent and the Collateral Agent Lenders based upon the respective aggregate amounts of all such Obligations owing to them in such capacities, (ii) second, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to accordance with the Lenders and the L/C Issuer, (iii) third, to pay interest respective amounts thereof then due and payable payable; and finally, the balance, if any, after all Obligations have been paid in respect of full, to the Loans and L/C Reimbursement Obligations and interest then due and payable Borrower or as otherwise required by Law; provided, that, notwithstanding anything to the contrary set forth above, in respect no event shall the proceeds of any amount owing Collateral owned, or any Guarantee Obligations provided, by any Loan Party under any Secured Hedging Loan Document or Secured Cash Management Agreement, (iv) fourth, be applied to repay the outstanding principal amounts of the Loans and L/C Reimbursement Obligations, to provide or cash collateral for Letters of Credit in the manner and to the extent described in Section 9.4 and to pay amounts, other than interest, owing collateralized any Excluded Swap Obligation with respect to Secured Hedging Documents and Secured Cash Management Agreements, and (v) fifth, to the ratable payment of all other Obligationssuch Loan Party.

Application of Payments During an Event of Default. Each of Parent and the The Borrower hereby irrevocably waives, and agrees to cause each International Loan Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any International Secured Obligation and any proceeds of International Collateral and agrees that, notwithstanding the provisions of clause (a) above, the Administrative Agent may, and, upon either (A) the direction of the Required Lenders or (B) the termination of any Commitment or the acceleration of any International Secured Obligation pursuant to Section 9.2, shall, apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account International Secured Obligation and all other proceeds of International Collateral (i) first, to pay International Secured Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent and the Collateral Agent in such capacitiesXxxxxxxxxxxxxx Xxxxx, (iixx) second, to pay International Secured Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders and the L/C IssuerIssuers, (iii) third, to pay interest then due and payable in respect of the Loans and L/C Reimbursement Obligations and interest then due and payable in respect of any amount owing under any Secured Hedging Document or Secured Cash Management AgreementObligations, (iv) fourth, to repay the outstanding principal amounts of the Loans and L/C Reimbursement Obligations, Obligations and to provide cash collateral for Letters of Credit in the manner and to the extent described in Section 9.4 9.3 and to pay amounts, other than interest, amounts owing with respect to Secured Hedging Documents and Secured Cash Management Agreements, and (v) fifth, to the ratable payment of all other International Secured Obligations, and (vi) sixth, thereafter, to pay any excess proceeds to or upon the order of the relevant International Loan Party or International Loan Parties or whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct.

Application of Payments During an Event of Default. Each of Parent Notwithstanding anything herein to the contrary, following the occurrence and the Borrower hereby irrevocably waives, and agrees to cause each Loan Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any Default, and all payments in respect of any Obligation and any proceeds of Collateral and agrees that, notwithstanding the provisions of clause (a) above, the Administrative Agent may, and, upon either (A) the direction of the Required Lenders or (B) the termination of any Commitment or the acceleration of any Obligation pursuant to Section 9.2, shall, apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account and all other proceeds of Collateral (i) first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due notice thereof to the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Secured Obligations shall, subject to Sections 2.26 and 2.27, be applied by the Collateral Administrative Agent as follows: first, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts payable to the Agents in such capacities, (ii) their capacities as such; second, to pay payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal, reimbursement obligations in respect of any cost or expense reimbursementsdrawings under Letters of Credit, fees or indemnities then due interest and Letters of Credit fees) payable to the Lenders (including fees and disbursements and other charges of counsel) arising under the L/C IssuerLoan Documents, (iii) ratably among them in proportion to the respective amounts described in this clause second payable to them; third, to pay payment of that portion of the Secured Obligations constituting accrued and unpaid Letters of Credit fees, interest then due and payable in respect of on the Loans and L/C Reimbursement Obligations and interest then due and on unreimbursed borrowings under Letters of Credit, ratably among the Lenders in proportion to the respective amounts described in this clause third payable in respect of any amount owing under any Secured Hedging Document or Secured Cash Management Agreementto them; fourth, (ivA) fourth, to repay the outstanding principal amounts payment of that portion of the Loans and L/C Reimbursement ObligationsSecured Obligations constituting unpaid principal of the Loans, to provide cash collateral for unreimbursed borrowings under Letters of Credit in the manner and to the extent described in Section 9.4 and to pay amounts, other than interest, amounts owing with respect to Secured Hedging Specified Hedge Agreements and Cash Management Documents and (B) to Cash Collateralize that portion of L/C Obligations comprising the undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Section 2.27, ratably among the Secured Parties in proportion to the respective amounts described in this clause fourth payable to them; provided, that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Lenders to Cash Management AgreementsCollateralize such L/C Obligations, (y) subject to Section 3.5 or 2.27, amounts used to Cash Collateralize the aggregate amount of Letters of Credit pursuant to this clause fourth shall be used to satisfy drawings under such Letters of Credit as they occur and (vz) upon the expiration of any Letter of Credit, the pro rata share of Cash Collateral shall be distributed in accordance with this clause fourth; fifth, to the ratable payment in full of all other Secured Obligations, in each case, ratably among the Agents and the other Secured Parties based upon the respective aggregate amounts of all such Secured Obligations owing to them in accordance with the respective amounts thereof then due and payable; and finally, the balance, if any, after all Secured Obligations have been paid in full, to the Borrower or as otherwise required by Law or any applicable subordination or intercreditor agreement. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Secured Obligations, if any, in the order set forth above. Notwithstanding the foregoing, amounts received from any Loan Party shall not be applied to any Excluded Swap Obligation of such Loan Party.

Application of Payments During an Event of Default. Each of Parent and the Borrower hereby irrevocably waives, and agrees to cause each Loan Credit Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral and agrees that, notwithstanding the provisions of clause (a) above, the Administrative Agent may, and, upon either (A) the direction of the Required Lenders or (B) the termination of any Commitment or the acceleration of any Obligation pursuant to Section 9.28.2, shall, apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account and all other proceeds of Collateral (i) first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent and the Collateral Agent in such capacitiesAgent, (ii) second, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders and the L/C IssuerIssuers, (iii) third, to pay interest then due and payable in respect of the Loans and L/C Reimbursement Obligations and interest then due and payable in respect of any amount owing under any Secured Hedging Document or Secured Cash Management AgreementObligations, (iv) fourth, to repay the outstanding principal amounts of the Loans and L/C Reimbursement Obligations, to provide cash collateral for Letters of Credit in the manner and to the extent described in Section 9.4 8.4 and to pay amounts, other than interest, amounts owing with respect to Secured Hedging Documents and Secured Cash Management Agreements, Agreements and (v) fifth, to the ratable payment of all other Obligations.

Application of Payments During an Event of Default. Each of Parent and the The Borrower hereby irrevocably waives, and agrees to cause each Loan Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any and all payments or prepayments in respect of any Obligation and any proceeds of Collateral and agrees that, notwithstanding the provisions of clause (a) above, the Administrative Agent Agents may, and, upon either (A) the direction of the Required Lenders or (B) the termination of any Commitment or the acceleration of any Obligation pursuant to Section 9.2, shall, apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account and all other proceeds of Collateral (i) first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent and the Collateral Agent in such capacitiesAgents, (ii) second, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders and the L/C IssuerIssuers, (iii) third, to pay interest then due and payable in respect of the Loans and L/C Reimbursement Obligations and interest then due and payable in respect of any amount owing under any Secured Hedging Document or Secured Cash Management AgreementObligations, (iv) fourth, to repay the outstanding principal amounts of the Loans and L/C Reimbursement Obligations, to provide cash collateral for Letters of Credit in the manner and to the extent described in Section 9.4 9.3 and to pay amounts, other than interest, amounts owing with respect to Secured Hedging Documents and Secured Cash Management Agreements, and (v) fifth, to the ratable payment of all other ObligationsObligations and (vi) sixth, to the Borrower.

Application of Payments During an Event of Default. Each of Parent and the The Borrower hereby irrevocably waives, and agrees to cause each Loan Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral and agrees that, notwithstanding the provisions of clause clauses (a) and (b) above, the Administrative Agent Agent, with the consent of the Collateral Agent, may, and, upon either (Ai) the direction of the Required Lenders or (Bii) the termination of any Commitment or the acceleration of any Obligation Obligations pursuant to Section 9.28.2, shall, apply or cause the application of all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account and all other proceeds of Collateral (iA) first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent and the Collateral Agent in such capacitiesAgent, (iiB) second, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the other Agents, (C) third, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders and the L/C IssuerIssuing Banks, (iiiD) thirdfourth, to pay interest then due and payable in respect of the Loans and L/C Reimbursement Obligations and interest then due and payable in respect of any amount owing under any Secured Hedging Document or Secured Cash Management Agreementhereunder, (ivE) fourthfifth, to repay the ratable payment of the outstanding principal amounts of the Loans Loans, unreimbursed LC Disbursements and L/C Reimbursement Obligations, to provide cash collateral for Letters of Credit in the manner and to the extent described in Section 9.4 and to pay amounts, other than interest, all amounts then owing with respect to Secured Hedging Documents and Secured Cash Management Agreements, and (vF) fifthsixth, to the ratable payment of all other Obligations.

Application of Payments During an Event of Default. Each of Parent Notwithstanding anything herein to the contrary, following the occurrence and the Borrower hereby irrevocably waives, and agrees to cause each Loan Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any and Default, all payments in respect received on account of any Obligation and any proceeds of Collateral and agrees that, notwithstanding the provisions of clause (a) above, Obligations shall be applied by the Administrative Agent may, and, upon either (A) the direction of the Required Lenders or (B) the termination of any Commitment or the acceleration of any Obligation pursuant to Section 9.2, shall, apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account and all other proceeds of Collateral (i) as follows: first, to pay payment of that portion of the Obligations in respect of any cost or expense reimbursementsconstituting fees, fees or indemnities then due indemnities, expenses and other amounts owing and payable to the Administrative Agent in its capacity as such (including fees, disbursements and the Collateral Agent in such capacities, (ii) other charges of counsel); second, to pay payment of that portion of the Obligations in respect of any cost or expense reimbursementsconstituting fees, fees or indemnities then due and other amounts owing and payable to the Lenders (including fees and disbursements and other charges of counsel) arising under the L/C IssuerLoan Documents, (iii) ratably among them in proportion to the respective amounts described in this clause second payable to them; third, to pay interest then due and payable in respect payment of that portion of the Loans Obligations constituting accrued and L/C Reimbursement Obligations and unpaid interest then due and on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause third payable in respect of any amount owing under any Secured Hedging Document or Secured Cash Management Agreement, (iv) to them; fourth, to repay payment of that portion of the Obligations constituting the outstanding principal amounts amount of the Loans and L/C Reimbursement ObligationsLoans, to provide cash collateral for Letters of Credit ratably among the Lenders in the manner and proportion to the extent respective amounts described in Section 9.4 and this clause fourth payable to pay amounts, other than interest, owing with respect to Secured Hedging Documents and Secured Cash Management Agreements, and (v) them; fifth, to the ratable payment in full of all other Obligations then due and owing, in each case to the Administrative Agent, the Collateral Agent and the Ship Mortgage Trustee and then, to the Lenders ratably, based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and finally, the balance, if any, after all Obligations (other than Unasserted Obligations) have been paid in full, to the Borrower or as otherwise required by Law.

Application of Payments During an Event of Default. Each of Parent and the Borrower hereby irrevocably waives, and agrees to cause each Loan Party and each other Group Member to waive, the right to direct the application during the continuance of During an Event of Default Default, all payments whether or not relating to principal or interest of any specific Loans, or whether or not constituting payment of specific fees, and all payments in respect of any Obligation and any proceeds of Accounts or other Collateral and agrees thatreceived by the Agent, notwithstanding shall be applied, ratably, subject to the provisions of clause (a) abovethis Agreement, the Administrative Agent may, and, upon either (A) the direction of the Required Lenders or (B) the termination of any Commitment or the acceleration of any Obligation pursuant to Section 9.2, shall, apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account and all other proceeds of Collateral (i) first, to pay Obligations in respect of any cost fees, indemnities or expense reimbursements, fees or indemnities reimbursements then due to the Administrative Agent and the Collateral Agent in such capacities, (ii) from any Borrower; second, to pay Obligations in respect of any cost fees, indemnities or expense reimbursements, fees or indemnities reimbursements then due to the Lenders and the L/C Issuer, (iii) from any Borrower; third, to pay interest then due and payable in respect of all Loans, including Non-Ratable Loans and Agent Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Agent Advances; fifth, to pay or prepay principal of the Loans (other than the Non-Ratable Loans and L/C Reimbursement Obligations Agent Advances) and interest then due and payable unpaid reimbursement obligations in respect of any amount owing under any Secured Hedging Document or Secured Cash Management Agreement, (iv) fourthLetters of Credit; sixth, to repay pay an amount to the outstanding principal amounts Agent equal to one hundred and five percent (105%) of the Loans and L/C Reimbursement Obligations, to provide cash collateral greatest amount for which all outstanding Letters of Credit and Credit Supports may be drawn plus any fees and expenses associated with such Letters of Credit and Credit Supports, to be held as Cash Collateral for such Obligations, less the aggregate amount of cash and Cash Equivalents held on such date in the manner Availability Cash Collateral Account and designated by the Borrowers as being allocated to the extent described in Section 9.4 and to pay amounts, other than interest, owing with respect to Secured Hedging Documents and Secured Cash Management Agreements, and (v) fifthCollateralized Letters of Credit; seventh, to the ratable payment of all any other ObligationsObligation including any amounts relating to Bank Products due to the Agent, the Bank, any Selected Revolving Lender or any Affiliate of the Bank by LS&Co, any of its Material Domestic Subsidiaries or LSIFCS, and thereafter, to the payment to or upon the order of the applicable Loan Party or as a court of competent jurisdiction may direct.

Application of Payments During an Event of Default. Each of Parent Holdings and the Borrower hereby irrevocably waives, and agrees to cause each Loan Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral and agrees that, notwithstanding the provisions of clause (a) above, the Administrative Agent Agents may, and, upon either (A) the direction of the Required Lenders or (B) the termination of any Commitment or the acceleration of any Obligation pursuant to Section 9.2, shall, subject to the terms of the Intercreditor Agreement, apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account and all other proceeds of Collateral (i) first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent and the Collateral Agent in such capacitiesany Agent, (ii) second, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders and the L/C IssuerIssuers, (iii) third, to pay interest then due and payable in respect of the Loans and L/C Reimbursement Obligations and interest then due and payable in respect of any amount owing under any Secured Hedging Document or Secured Cash Management AgreementObligations, (iv) fourth, to repay the outstanding principal amounts of the Loans and L/C Reimbursement Obligations, to provide cash collateral for Letters of Credit in the manner and to the extent described in Section 9.4 9.3 and to pay amounts, other than interest, amounts owing with respect to Secured Hedging Documents and Secured Cash Management Agreements, Agreements and (v) fifth, to the ratable payment of all other Obligations.

Application of Payments During an Event of Default. Each of Parent and the The Borrower hereby irrevocably waives, and agrees to cause each Loan Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral and agrees that, notwithstanding the provisions of clause (a) above, the Administrative Agent may, and, upon either (A) the direction of the Required Lenders or (B) the termination of any Commitment or the acceleration of any Obligation pursuant to Section 9.2, shall, subject to the terms of the Intercreditor Agreement, apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account and all other proceeds of Collateral (i) first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent and the Collateral Agent in such capacitiesAgent, (ii) second, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders Arranger and the L/C IssuerSyndication Agent, (iii) third, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Supplemental Lenders, (iv) fourth, to pay interest then due and payable in respect of the Loans and L/C Reimbursement Obligations and interest then due and payable in respect of any amount owing under any Secured Hedging Document or Secured Cash Management AgreementSupplemental Loans, (ivv) fourthfifth, to repay the outstanding principal amounts of the Loans and L/C Reimbursement ObligationsSupplemental Loans, (vi) sixth, to provide cash collateral for Letters pay Obligations in respect of Credit in the manner and any cost or expense reimbursements, fees or indemnities then due to the extent described in Section 9.4 and Initial Lenders, (vii) seventh, to pay amountsinterest then due and payable in respect of the Initial Term Loans, other than interest(viii) eighth, owing with respect to Secured Hedging Documents and Secured Cash Management Agreementsrepay the outstanding principal amounts of the Initial Term Loans, and (vix) fifthninth, to the ratable payment of all other Obligations, and (x) tenth, to the Borrower or such other Person entitled thereto under applicable law.

Application of Payments During an Event of Default. Each of Parent and the Borrower Loan Party hereby irrevocably waives, and agrees to cause each Loan Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral and agrees that, notwithstanding the provisions of clause (a) above, the Administrative Agent may, and, upon either (A1) the direction of the Required Lenders or (B2) the termination of any Revolving Credit Commitment or the acceleration of any Obligation pursuant to Section 9.2, shall, shall apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account Obligation and all other proceeds of Collateral (i) first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent and the Collateral Agent in such capacitiesAgent, (ii) second, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Revolving Credit Lenders (in their capacity as Lenders) and the L/C IssuerIssuers, (iii) third, to pay interest then due and payable in respect of the Loans Swing Loans, the Revolving Loans, and the L/C Reimbursement Obligations and interest then due and payable in respect of any amount owing under any Secured Hedging Document or Secured Cash Management AgreementObligations, (iv) fourth, to repay the outstanding principal amounts of the Swing Loans to the extent not reimbursed by Lenders or deemed to be Revolving Loans, fifth, to repay the outstanding principal amounts of the Revolving Loans —Tranche A (in amounts to be allocated between the Revolving Loans — Tranche A-1 and Revolving Loans — Tranche A-2 as designated by Administrative Agent in its sole discretion) and the L/C Reimbursement Obligations, Obligations and to provide cash collateral for Letters of Credit in the manner and to the extent described in Section 9.4 9.3, and to pay amounts, other than interest, amounts owing with respect to Secured Hedging Documents Hedge Agreements (but paid only to the extent and Secured Cash Management Agreementsup to the amount of reserves against the Borrowing Base that have been established for “potential future exposure” as calculated by Administrative Agent in its sole credit judgment) sixth, to repay the outstanding principal amounts of the Revolving Loans — FILO Tranche, and (v) fifthseventh, to the ratable payment of all other Obligations, including Cash Management Obligations; provided, that, notwithstanding anything to the contrary set forth above, in no event shall the proceeds of any Collateral owned, or any Guarantee Obligations provided, by any Loan Party under any Loan Document be applied to repay or cash collateralize any Excluded Swap Obligation with respect to such Loan Party.

Application of Payments During an Event of Default. Each of Parent Holdings and the Borrower hereby irrevocably waives, and agrees to cause each Loan Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral and agrees that, notwithstanding the provisions of clause (a) above, the Administrative Agent may, and, upon either (A) the direction of the Required Lenders or (B) the termination of any the Revolving Credit Commitment or the acceleration of any Obligation pursuant to Section 9.2, shall, apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account and all other proceeds of Collateral (i) first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent and the Collateral Agent in such capacitiesAgent, (ii) second, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders and the L/C IssuerIssuers, (iii) third, to pay interest then due and payable in respect of the Loans and L/C Reimbursement Obligations and interest then due and payable in respect of any amount owing under any Secured Hedging Document or Secured Cash Management AgreementObligations, (iv) fourth, to repay the outstanding principal amounts of the Loans and funded L/C Reimbursement Obligations, to provide cash collateral for Letters of Credit contingent L/C Reimbursement Obligations in the manner and to the extent described in Section 9.4 and to pay amounts, other than interest, owing with respect to Secured Hedging Documents and Secured Cash Management Agreements, 9.3 and (v) fifth, to the ratable payment of all other Obligations, and, then, any excess shall be paid to the Borrower or as otherwise ordered by a court of competent jurisdiction.

Application of Payments During an Event of Default. Each of Parent and the The Borrower hereby irrevocably waives, and agrees to cause each Loan Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral and agrees that, notwithstanding the provisions of clause (a) above, the Administrative Agent may, and, upon either (A) the direction of the Required Lenders or (B) the termination of any Commitment or the acceleration of any Obligation pursuant to Section 9.2, shall, apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account and all other proceeds of Collateral (i) first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent and the Collateral Agent in such capacitiesAgent, (ii) second, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders and the L/C IssuerIssuers, (iii) third, to pay interest then due and payable in respect of the Loans and L/C Reimbursement Obligations and interest then due and payable in respect of any amount owing under any Secured Hedging Document or Secured Cash Management AgreementObligations, (iv) fourth, to repay the outstanding principal amounts of the Loans and L/C Reimbursement Obligations, to provide cash collateral for Letters of Credit in the manner and to the extent described in Section 9.4 9.3 and to pay amounts, other than interest, owing with respect to any Obligations under any Secured Hedging Documents Agreement and any Secured Cash Management AgreementsBanking Services Obligations, and (v) fifth, to the ratable payment of all other ObligationsObligations and (vi) sixth, to the Borrower or such other Person entitled thereto under applicable law.

Application of Payments During an Event of Default. Each of Parent Holdings and the Borrower hereby irrevocably waives, and agrees to cause each Loan Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral and agrees that, notwithstanding the provisions of clause (a) above, the Administrative Agent may, and, upon either (A) the direction of the Required Lenders or (B) the termination of any Commitment or the acceleration of any Obligation pursuant to Section 9.2, shall, apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account and all other proceeds of Collateral (i) first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent and the Collateral Agent in such capacitiesAgent, (ii) second, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders and the L/C IssuerIssuers, (iii) third, to pay interest then due and payable in respect of the Loans and L/C Reimbursement Obligations and interest then due and payable in respect of any amount owing under any Secured Hedging Document or Secured Cash Management AgreementObligations, (iv) fourth, to repay the outstanding principal amounts of the Loans and L/C Reimbursement Obligations, to provide cash collateral for Letters of Credit to the L/C Cash Collateral Account in the manner and to the extent described in Section 9.4 9.3 and to pay amounts, other than interest, amounts owing with respect to Secured Hedging Documents Agreements and Secured Cash Management Agreements, Bank Product Obligations and (v) fifth, to the ratable payment of all other Obligations.

Application of Payments During an Event of Default. Each of Parent and the The Borrower hereby irrevocably waives, and agrees to cause each Loan Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any and all payments or prepayments in respect of any Obligation Obligations and any proceeds of Collateral and agrees that, notwithstanding the provisions of clause (a) above, the Administrative Agent may, and, upon either (A) the direction of the Required Lenders or (B) the termination of any Commitment or the acceleration of any Obligation pursuant to Section 9.2, shall, apply all payments in respect of any ObligationObligations, all funds on deposit in any Cash Collateral Account and all other proceeds of Collateral (i) first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent and the Collateral Agent in such capacitiesAgent, (ii) second, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders and the L/C IssuerIssuers, (iii) third, to pay interest then due and payable in respect of the Loans and L/C Reimbursement Obligations and interest then due and payable in respect of any amount owing under any Secured Hedging Document or Secured Cash Management AgreementObligations, (iv) fourth, to repay the outstanding principal amounts of the Loans and L/C Reimbursement Obligations, to provide cash collateral for Letters of Credit in the manner and to the extent described in Section 9.4 Sections 2.20 and 9.3 and to pay amounts, other than interest, amounts owing with respect to Secured Hedging Documents Agreements and Secured Cash Management Agreements, Treasury Services Agreements and (v) fifth, to the ratable payment of all other Obligations.

Application of Payments During an Event of Default. Each of Parent and the Borrower Borrowers hereby irrevocably waives, and agrees to cause each Loan Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral and agrees thatthat the Administrative Agent may apply all payments in respect of any Obligation and all proceeds of Collateral to the Obligations in accordance with this Section 2.12 or as otherwise directed by the Administrative Agent and all Lenders. Without limiting the foregoing, notwithstanding the provisions if an Event of clause (a) aboveDefault has occurred and is continuing, the Administrative Agent may, and, upon either (A) the direction of the Required Lenders, the Required Revolving A Lenders or, if any Revolving B Lender other than GE Capital is also a Revolving A Lender, any Revolving A Lender, or (B) the termination of any Commitment or upon the acceleration of any Obligation pursuant to Section 9.2, the Administrative Agent shall, apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account Obligation and all other proceeds of Collateral (i) first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent and the Collateral Agent in such capacitiesAgent, (ii) second, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders and the L/C IssuerLenders, (iii) third, to pay interest then due and payable in respect of the Loans and L/C Reimbursement Obligations and interest then due and payable in respect of any amount owing under any Secured Hedging Document or Secured Cash Management AgreementLoans, (iv) fourth, to repay the outstanding principal amounts of the Loans and L/C Reimbursement Obligations, to provide cash collateral for Letters of Credit in the manner and to the extent described in Section 9.4 and to pay amounts, other than interest, owing with respect to Secured Hedging Documents and Secured Cash Management Agreements, and (v) fifth, to the ratable payment of all other Obligations. If sufficient amounts are not available to repay all outstanding Obligations described in any priority level set forth in this Section 2.12(a), the RUSH ENTERPRISES, INC. available amounts shall be applied, unless otherwise expressly specified herein, to such Obligations in the applicable priority level ratably based on the proportion of the Secured Parties’ interest in such Obligations. Any priority level set forth in this Section 2.12 that includes interest shall include all such interest, whether or not accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or similar proceeding, and whether or not a claim for post-filing or post-petition interest is allowed in any such proceeding.

Application of Payments During an Event of Default. Each of Parent and the The Borrower hereby irrevocably waives, and agrees to cause each Loan Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any and all payments or prepayments in respect of any Obligation Obligations and any proceeds of Collateral and agrees that, notwithstanding the provisions of clause (a) or (b) above, the Administrative Agent Agents may, and, upon either (A) the direction of the Required Lenders or (B) the termination of any Commitment or the acceleration of any Obligation pursuant to Section 9.2, shall, apply all payments in respect of any ObligationObligations, all funds on deposit in any Cash Collateral Account and all other proceeds of Collateral (i) first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent and the Collateral Agent in such capacitiesAgents, (ii) second, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders and the L/C IssuerIssuers, (iii) third, to pay interest then due and payable in respect of the Loans and L/C Reimbursement Obligations and interest then due and payable in respect of any amount owing under any Secured Hedging Document or Secured Cash Management AgreementObligations, (iv) fourth, to repay the outstanding principal amounts of the Loans and L/C Reimbursement Obligations, to provide cash collateral for Letters of Credit in the manner and to the extent described in Section 9.4 Sections 2.20 and 9.3 and to pay amounts, other than interest, amounts owing with respect to Secured Hedging Documents Agreements and Secured Cash Management Agreements, Treasury Services Agreements and (v) fifth, to the ratable payment of all other Obligations.

Application of Payments During an Event of Default. Each of Parent and the Borrower Borrowers hereby irrevocably waives, and agrees to cause each Loan Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral and agrees thatthat the Administrative Agent may apply all payments in respect of any Obligation and all proceeds of Collateral to the Obligations in accordance with this Section 2.12 or as otherwise directed by the Administrative Agent and all Lenders. Without limiting the foregoing, notwithstanding the provisions if an Event of clause (a) aboveDefault has occurred and is continuing, the Administrative Agent may, and, upon either (A) the direction of the Required Lenders Lenders, or (B) the termination of any Commitment or upon the acceleration of any Obligation pursuant to Section 9.2, the Administrative Agent shall, apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account Obligation and all other proceeds of Collateral (i) first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent and the Collateral Agent in such capacitiesAgent, (ii) second, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders and the L/C IssuerLenders, (iii) third, to pay interest then due and payable in respect of the Loans and L/C Reimbursement Obligations and interest then due and payable in respect of any amount owing under any Secured Hedging Document or Secured Cash Management AgreementLoans, (iv) fourth, to repay the outstanding principal amounts of the Loans and L/C Reimbursement Obligations, to provide cash collateral for Letters of Credit in the manner and to the extent described in Section 9.4 and to pay amounts, other than interest, owing with respect to Secured Hedging Documents and Secured Cash Management Agreements, and (v) fifth, to the ratable payment of all other Obligations.. If sufficient amounts are not available to repay all outstanding Obligations described in any priority level set forth in this Section 2.12(a), the available amounts shall be applied, unless otherwise expressly specified herein, to such Obligations in the applicable priority level ratably based on the proportion of the Secured Parties’ interest in such Obligations. Any priority level set forth in this Section 2.12 that includes interest shall include all such interest, whether or not accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or similar proceeding, and whether or not a claim for post-filing or post-petition interest is allowed in any such proceeding. FOURTH AMENDED AND RESTATED CREDIT AGREEMENT RUSH ENTERPRISES, INC. 32

Application of Payments During an Event of Default. Each of Parent and the The Borrower hereby irrevocably waives, and agrees to cause each Loan Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral and agrees that, notwithstanding the provisions CONFIDENTIAL TREATMENT REQUESTED BY ACCESS INTEGRATED TECHNOLOGIES, INC. OF CERTAIN PORTIONS OF THIS AGREEMENT IN ACCORDANCE WITH RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. of clause (a) above, the Administrative Agent may, and, upon either (A) the direction of the Required Lenders or (B) the termination of any Commitment or the acceleration of any Obligation pursuant to Section 9.2, shall, apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account and all other proceeds of Collateral (i) first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent and the Collateral Agent in such capacitiesAgent, (ii) second, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders and the L/C IssuerLenders, (iii) third, to pay interest then due and payable in respect of the Loans and L/C Reimbursement Obligations and interest then due and payable in respect of any amount owing under any Secured Hedging Document or Secured Cash Management AgreementDocument, (iv) fourth, to repay the outstanding principal amounts of the Loans and L/C Reimbursement Obligations, to provide cash collateral for Letters of Credit in the manner and to the extent described in Section 9.4 and to pay amounts, amounts (other than interest, ) owing with respect to Secured Hedging Documents and Secured Cash Management Agreements, and (v) fifth, to the ratable payment of all other Obligations.

Application of Payments During an Event of Default. Each of Parent Holdings and the Borrower hereby irrevocably waives, and agrees to cause each Loan Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral and agrees that, notwithstanding the provisions of clause (a) above, the Administrative Agent may, and, upon either (A) the direction of the Required Lenders or (B) the termination of any Commitment or the acceleration of any Obligation pursuant to Section 9.2, shall, apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account and all AMENDED AND RESTATED CREDIT AGREEMENT MEDICAL STAFFING NETWORK, INC. other proceeds of Collateral (i) first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent and the Collateral Agent in such capacitiesAgent, (ii) second, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders and the L/C IssuerIssuers, (iii) third, to pay interest then due and payable in respect of the Loans and L/C Reimbursement Obligations and interest then due and payable in respect of any amount owing under any Secured Hedging Document or Secured Cash Management AgreementObligations, (iv) fourth, to repay the outstanding principal amounts of the Loans and L/C Reimbursement Obligations, to provide cash collateral for Letters of Credit in the manner and to the extent described in Section 9.4 9.3 and to pay amounts, other than interest, amounts owing with respect to Secured Hedging Documents and Secured Cash Management Agreements, Agreements and (v) fifth, to the ratable payment of all other Obligations, and as to Revolving Loans, with a permanent reduction of the Revolving Credit Commitment equal to the amount of such repayment.

Application of Payments During an Event of Default. Each of Parent and the The Borrower hereby irrevocably waives, and agrees to cause each Loan Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral and agrees that, notwithstanding the provisions of clause (a) above, the Administrative Agent may, and, upon either (A) the direction of the Required Lenders or (B) the termination of any Commitment or the acceleration of any Obligation pursuant to Section 9.2, shall, apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account and all other proceeds of Collateral (i) first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent and the Collateral Agent in such capacitiesAgent, (ii) second, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders and the L/C IssuerIssuers, (iii) third, to pay interest then due and payable in respect of the Loans and L/C Reimbursement Obligations and interest then due and payable in respect of any amount owing under any Secured Hedging Document or Secured Cash Management AgreementObligations, (iv) fourth, to repay the outstanding principal amounts of the Loans and L/C Reimbursement Obligations, to provide cash collateral for Letters of Credit in the manner and to the extent described in Section 9.4 and to pay amounts, other than interest, owing with respect to Secured Hedging Documents and Secured Cash Management Agreements, 9.3 and (v) fifth, to the ratable payment of all other Obligations.

Application of Payments During an Event of Default. Each of Parent and the Borrower Loan Party hereby irrevocably waives, and agrees to cause each Loan Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral and agrees that, notwithstanding the provisions of clause (a) above, absent the occurrence and continuance of an Acceleration Event, Administrative Agent may apply any and all payments received by Administrative Agent in respect of the Obligations, and any and all proceeds of Collateral received by Administrative Agent, in such order as Administrative Agent may from time to time elect. Also notwithstanding the provisions of clause (a), during the occurrence and continuance of an Acceleration Event, Administrative Agent may, and, upon either (A1) the direction of the Required Lenders or (B2) the termination of any Revolving Credit Commitment or the acceleration of any Obligation pursuant to Section 9.2, shall, shall apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account Obligation and all other proceeds of Collateral (i) first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent and the Collateral Agent in such capacitiesAgent, (ii) second, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Revolving Credit Lenders (in their capacity as Lenders) and the L/C IssuerIssuers, (iii) third, to pay interest then due and payable in respect of the Revolving Loans and the L/C Reimbursement Obligations and interest then due and payable in respect of any amount owing under any Secured Hedging Document or Secured Cash Management AgreementObligations, (iv) fourth, to repay the outstanding principal amounts of the Revolving Loans and the L/C Reimbursement Obligations, Obligations and to provide cash collateral for Letters of Credit in the manner and to the extent extend described in Section 9.4 9.3 and to pay amounts, other than interest, amounts owing with respect to Secured Hedging Documents Hedge Agreements (but paid only to the extent and Secured Cash Management Agreementsup to the amount of reserves against the Borrowing Base that have been established for “potential future exposure” as calculated by Administrative Agent in its sole credit judgment), and (v) fifth, to the ratable payment of all other Obligations, Second Amended and Restated Genesis Revolving Credit Agreement (HUD Facility) CHICAGO/#3103747.13103747.3A including Cash Management Obligations; provided, that, notwithstanding anything to the contrary set forth above, in no event shall the proceeds of any Collateral owned, or any Guarantee Obligations provided, by any Loan Party under any Loan Document be applied to repay or cash collateralize any Excluded Swap Obligation with respect to such Loan Party.

Application of Payments During an Event of Default. Each of Parent and the Borrower Borrowers hereby irrevocably waives, and agrees to cause each Loan Party and each other Group Member to waive, the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral and agrees thatthat the Administrative Agent may apply all payments in respect of any Obligation and all proceeds of Collateral to the Obligations in accordance with this Section 2.12 or as otherwise directed by the Administrative Agent and all Lenders. Without limiting the foregoing, notwithstanding the provisions if an Event of clause (a) aboveDefault has occurred and is continuing, the Administrative Agent may, and, upon either (A) the direction of the Required Lenders Lenders, or (B) the termination of any Commitment or upon the acceleration of any Obligation pursuant to Section 9.2, the Administrative Agent shall, apply all payments in respect of any Obligation, all funds on deposit in any Cash Collateral Account Obligation and all other proceeds of Collateral (i) first, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Administrative Agent and the Collateral Agent in such capacitiesAgent, (ii) second, to pay Obligations in respect of any cost or expense reimbursements, fees or indemnities then due to the Lenders and the L/C IssuerLenders, (iii) third, to pay interest then due and payable in respect of the Loans and L/C Reimbursement Obligations and interest then due and payable in respect of any amount owing under any Secured Hedging Document or Secured Cash Management AgreementLoans, (iv) fourth, to repay the outstanding principal amounts of the Loans and L/C Reimbursement Obligations, to provide cash collateral for Letters of Credit in the manner and to the extent described in Section 9.4 and to pay amounts, other than interest, owing with respect to Secured Hedging Documents and Secured Cash Management Agreements, and (v) fifth, to the ratable payment of all other Obligations. If sufficient amounts are not available to repay all outstanding Obligations described in any priority level set forth in this Section 2.12(a), the available amounts shall be applied, unless otherwise expressly specified herein, to such Obligations in the applicable priority level ratably based on the proportion of the Secured Parties’ interest in such Obligations. Any priority level set forth in this Section 2.12 that includes interest shall include all such interest, whether or not accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or similar proceeding, and whether or not a claim for post-filing or post-petition interest is allowed in any such proceeding.