Common use of Application of Payments Clause in Contracts

Application of Payments. The Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (i) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (v) fifth, to pay interest due in respect of Swing Line Loans; (vi) sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences of this Section 12.313.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (i) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the applicable Borrower; (ii) second, to pay interest on and then principal of any advance made under Section 10.3 11.3 for which the Administrative Agent has not then been paid by the applicable Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative AgentAgent or either Arranger; (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (v) fifth, to pay interest due in respect of Swing Line Loans; (vi) sixth, to pay interest due in respect of Loans (other than Swing Line Loans.) and L/C Obligations; (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans (other than Swing Line Loans) and Reimbursement Obligations; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (provide cash collateral for all other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine;L/C Obligations; and (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementCompany, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 13.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 13.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the any Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 13.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the each Arranger.

Application of Payments. The Notwithstanding any contrary provision contained in this Agreement or in any of the other Financing Agreements, after the occurrence of a Default or an Event of Default the Borrower irrevocably waives the right to direct the application of any and all payments at any time or times hereafter received by the Administrative Agent shall, unless otherwise specified at or any Lender from the direction Borrower or with respect to any of the Required Lenders which direction shall be consistent with Collateral, and the last two sentences of this Section 12.3, apply Borrower does hereby irrevocably agree that any and all payments and prepayments proceeds so received shall be applied in the following manner: First, to the payment of all fees, costs, expenses and indemnities of Administrative Agent (in its capacity as such), including reasonable attorneys’ fees and costs of Administrative Agent, and any other Liabilities owing to Administrative Agent in respect of any Obligations and all proceeds of sums advanced by Administrative Agent to preserve the Collateral or to preserve its security interest in the following order: Collateral (i) firstor any other collateral provided pursuant to any other Financing Agreement); Second, to pay interest on and then principal payment of any that portion of the Loans which the Liabilities constituting fees, costs, expenses and indemnities of Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) secondAgent; Third, to pay interest on payment of that portion of the Liabilities constituting fees, costs, expenses and then principal indemnities of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by Lenders as provided herein, ratably among them in proportion to the Borrower or reimbursed by the Lenders; (iii) thirdrespective amounts described in this clause Third payable to them; Fourth, to the ratable payment of all of the Obligations in respect Liabilities consisting of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due accrued and unpaid interest owing to the Lenders and Letter of Credit fees owing to the issuer(s) of Letters of Credit; (v) fifthIssuing Lender, ratably among the Lenders and the Issuing Lender in proportion to the respective amounts described in this clause Fourth payable to them; Fifth, to pay interest due the payment of all Liabilities consisting of principal owing to the Lenders, ratably among them in proportion to the respective amounts described in this clause Fifth payable to them; Sixth, to the payment of an amount equal to all Liabilities in respect of Swing Line Loans; (vi) sixth, outstanding Letters of Credit to pay interest due in respect of Loans. (vii) seventhbe held to Cash Collateralize such Liabilities; Seventh, to the ratable payment of all Bank Product Obligations (including with respect to any Hedging Agreement) owing to the applicable Lenders or prepayment of principal outstanding on Swing Line Loans; (viii) eighththeir Affiliates, ratably among such Lenders and their Affiliates in proportion to the respective amounts described in this clause Seventh payable to them; Eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required by Liabilities owing to the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied firstLenders; Ninth, to repay outstanding Floating Rate Loans, and then the payment of all Affiliated Term Loan Liabilities pursuant to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities 12.8 of the Administrative AgentAffiliate Term Loan Financing Agreements; and Last, the Lenderspayment of any remaining proceeds, if any, to whomever may be lawfully entitled to receive such amounts, including, if applicable, Borrower. Amounts used to Cash Collateralize the Swing Line Bank and the issuer(s) aggregate undrawn amount of Letters of Credit pursuant to clause Sixth above shall be applied to satisfy drawings under such Letters of Credit as among themselvesthey occur. The 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 Liabilities, if any, in the order of priority set forth in clauses (iv) through (x) of above. All amounts owing under this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments Agreement in respect of Swing Line Loans may Liabilities including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, shall be changed only payable in accordance with the prior written consent foregoing waterfall provisions irrespective of the Swing Line Bank. The order whether a claim in respect of priority set forth such amounts is allowed or allowable in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arrangerany insolvency proceeding.

Application of Payments. The Administrative All amounts paid to or received by Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences of this Section 12.3, apply all payments and prepayments in respect of monetary Obligations, from whatever source (whether from any Obligations and all proceeds Borrower or any other Loan Party Obligor pursuant to such other Loan Party Obligor’s guaranty of the Obligations, any realization upon any Collateral in or otherwise) shall be applied by Agent to the following orderObligations as follows: (i) firstFIRST, to pay interest on reimburse Agent for all out-of-pocket costs and then principal of expenses, and all indemnified losses, incurred by Agent which are reimbursable to Agent in accordance with this Agreement or any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrowerother Loan Documents; (ii) secondSECOND, to pay any accrued but unpaid interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the LendersProtective Advances; (iii) thirdTHIRD, to the ratable payment of the Obligations in respect outstanding principal of any fees, expenses, reimbursements or indemnities then due to the Administrative AgentProtective Advances; (iv) fourthFOURTH, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due accrued but unpaid fees owing to the Agent and Lenders and the issuer(s) of Letters of Creditunder this Agreement and/or any other Loan Documents; (v) fifthFIFTH, to pay any unpaid accrued interest due in respect of Swing Line Loanson the Obligations; (vi) sixthSIXTH, to pay interest due in respect the outstanding principal of the Loans.; and (vii) seventhSEVENTH, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of any other outstanding Obligations; and after payment in full in cash of all other of the outstanding monetary Obligations. Unless otherwise required , any further amounts paid to or received by the terms of this Agreement, all principal payments Agent in respect of Loans the Obligations (other than Swing Line Loansso long as no monetary Obligations are outstanding) shall be applied firstpaid over to Borrowers or such other Person(s) as may be legally entitled thereto. For purposes of determining the Borrowing Base, such amounts will be credited to repay outstanding Floating Rate Loans, the Loan Account and then the Collateral balances to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order they relate upon Agent’s receipt of priority an advice from Agent’s Bank (set forth in this Section 12.3 and the related provisions 5 of this Agreement are set forth solely Annex I) that such items have been credited to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line ’s account at Agent’s Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may or upon Agent’s deposit thereof at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, ’s Bank in the case of clause (iiipayments received by Agent in kind), with in each case subject to final payment and collection. However, for purposes of computing interest on the prior written consent Obligations, such items shall be deemed applied by Agent two (2) Business Days after Agent ‘s receipt of the Arrangeradvice of deposit thereof at Agent’s Bank.

Application of Payments. The Subject to the provisions of Section 9.02, the Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.312.03, apply all payments and prepayments in respect of any Obligations received after the occurrence and all proceeds during the continuance of the Collateral a Default or Unmatured Default in the following order: (ia) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iib) second, to pay interest on and then principal of any advance made under Section 10.3 10.03 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iiic) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (ivd) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (ve) fifth, to pay interest due in respect of Swing Line Loans; (vif) sixth, to pay interest due in respect of Loans (other than Swing Line Loans.) and L/C Obligations; (viig) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viiih) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans Loans), Reimbursement Obligations, Banking Services Obligations and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determineHedging Obligations; (xi) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventhninth, to provide required cash collateral, if required pursuant to Section 3.11 3.11; and (xiij) twelfthtenth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied to the outstanding Loans first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 12.03 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Agent Subject to application of voluntary prepayments as described in Section 2.11(c), any amount otherwise payable to a Defaulting Bank hereunder (whether on account of principal, interest, fees or otherwise and including any amount that would otherwise be payable to such Defaulting Bank pursuant to Sections 2.7(c), 2.8(c)(iv), 4.1, 4.2, 4.3, 4.4, 4.5, 4.6 or 10.4) shall, unless otherwise specified at in lieu of being distributed to such Defaulting Bank, be applied by the direction of the Required Lenders which direction shall be consistent with the last two sentences of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: Agent (i) first, to pay interest on and then principal the payment of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed amounts owing by such Lender or Defaulting Bank to the Borrower; Agent hereunder, (ii) second, pro rata, to pay interest on and then principal the payment of any advance made under Section 10.3 for which amounts owing by such Defaulting Bank to the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; Swing Line Bank hereunder, (iii) third, to the ratable payment funding of any Loan or the Obligations funding of any Participation Interest in respect of any feeswhich such Defaulting Bank has failed to fund its Percentage thereof as required by this Agreement, expensesas determined by the Agent, reimbursements or indemnities then due to the Administrative Agent; (iv) fourth, at the election of the Agent and the Borrower, either to pay (x) repay Borrower Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and non-Defaulting Banks, in such order of application as the issuer(sAgent shall designate, or (y) be held on account with the Agent as cash collateral for future funding obligations of Letters of Credit; the Defaulting Bank under this Agreement, (v) fifth, pro rata, to pay interest due in respect the payment of Swing Line Loans; any amounts owing to the Borrower or the non-Defaulting Banks as a result of any judgment of a court of competent jurisdiction obtained by the Borrower or any Bank against such Defaulting Bank as a result of such Defaulting Bank’s breach of its obligations under this Agreement, (vi) sixth, if so determined by the Agent, distributed to pay interest due the Banks other than the Defaulting Bank until the ratio of the total principal amount of the Borrower Obligations owed to such Banks to the total principal amount of the Borrower Obligations owed to all Banks equals such ratio immediately prior to the Defaulting Bank’s failure to fund any portion of any Loans or participations in respect Letters of Loans. Credit or Swing Line Loans and (vii) seventh, to the ratable payment such Defaulting Bank or prepayment as otherwise directed by a court of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arrangercompetent jurisdiction.

Application of Payments. The Administrative Subject to the provisions of SECTION 9.2, (i) prior to the occurrence of a Default, the Agent shall apply all payments and prepayments in respect of the Obligations in such order as shall be specified by the Borrower and (ii) after the occurrence of a Default, the Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section SECTION 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iiB) second, to pay interest on and then principal of any advance made under Section SECTION 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iiiC) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, expense reimbursements or indemnities then due to the Administrative Agent; (ivD) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of CreditIssuing Banks; (vE) fifth, to pay interest due in respect of Swing Line Loans; (viF) sixth, to pay interest due in respect of Loans (other than Swing Line Loans.) and L/C Obligations; (viiG) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viiiH) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xiI) eleventhninth, to provide required cash collateral, if required pursuant to Section 3.11 SECTION 3.10 and (xiiJ) twelfthtenth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied firstFIRST, to repay outstanding Floating Rate Loans, and then THEN to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in CLAUSE (II) of this Section SECTION 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank Bank, and the issuer(s) of Letters of Credit Issuing Banks as among themselves. The order of priority set forth in clauses CLAUSES (ivD) through (xJ) of this Section SECTION 12.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; providedPROVIDED, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses CLAUSES (iA) through (iiiC) of this Section SECTION 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Subject to the provisions of Section 11.1, the Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.313.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (ia) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iib) second, to pay interest on and then principal of any advance made under Section 10.3 15.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iiic) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, expense reimbursements or indemnities then due to the Administrative Agent; (ivd) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of CreditLenders; (ve) fifth, to pay interest due in respect of Swing Line Loans; (vif) sixth, to pay interest due in respect of Loans (other than Swing Line Loans.); (viig) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans;, (viiih) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 ; and (xiii) twelfthninth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of an Event of Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Prime Loans, and then to repay outstanding Eurodollar Rate LIBOR Loans with those Eurodollar Rate LIBOR Loans which have earlier expiring Interest Periods being repaid or prepaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 13.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, Lenders and the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (ivd) through (xi) of this Section 12.3 13.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (ia) through (iiic) of this Section 12.3 13.3. may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Administrative Agent by the Opco Borrower or the Required Lenders: (a) all payments received on account of the Secured Obligations shall, unless otherwise specified at subject to Section 2.22, be applied by the direction of the Required Lenders which direction shall be consistent with the last two sentences of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following orderAdministrative Agent as follows: (i) first, to pay interest on and then principal payment of any that portion of the Loans which Secured Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent may have advanced on behalf (including fees and disbursements and other charges of any Lender for which counsel to the Administrative Agent has not then been reimbursed by such Lender or payable under Section 9.03 and amounts pursuant to Section 2.12(c) payable to the BorrowerAdministrative Agent in its capacity as such); (ii) second, to pay payment of that portion of the Secured Obligations constituting fees, expenses, indemnities and other amounts (other than principal, reimbursement obligations in respect of L/C Disbursements, interest on and then principal Letter of any advance made Credit Fees) payable to the Lenders, the L/C Issuers and the other Secured Parties (including fees and disbursements and other charges of counsel to the Lenders and the L/C Issuers payable under Section 10.3 for which 9.03) arising under the Administrative Agent has not then been paid by Loan Documents, ratably among them in proportion to the Borrower or reimbursed by the Lendersrespective amounts described in this clause (ii) payable to them; (iii) third, to the ratable payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit Fees and charges and interest on the Loans and unreimbursed L/C Disbursements, ratably among the Lenders and the L/C Issuers in respect of any fees, expenses, reimbursements or indemnities then due proportion to the Administrative Agentrespective amounts described in this clause (iii) payable to them; (iv) fourth, (A) to pay payment of that portion of the Secured Obligations constituting unpaid principal of the Loans and unreimbursed L/C Disbursements, (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 Borrowers pursuant to Section 2.06 or 2.22; provided that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the account of the L/C Issuers to cash collateralize Secured Obligations in respect of Letters of Credit, (y) subject to Section 2.06 or 2.22, amounts used to cash collateralize the aggregate amount of Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any feesLetter of Credit (without any pending drawings), expensesthe pro rata share of cash collateral shall be distributed to the other Secured Obligations, reimbursements or indemnities then due if any, in the order set forth in this Section 7.03 and (C) to any other amounts owing with respect to Banking Services Obligations and Swap Obligations, in each case, ratably among the Lenders and the issuer(sL/C Issuers and any other applicable Secured Parties in proportion to the respective amounts described in this clause (iv) of Letters of Creditpayable to them; (v) fifth, to pay interest due the payment in respect of Swing Line Loans; (vi) sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment full of all other Secured Obligations. Unless otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of each case ratably among the Administrative Agent, the Lenders, the Swing Line Bank L/C Issuers and the issuer(sother 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 (vi) of finally, the balance, if any, after all Secured Obligations have been paid in full, to the Borrowers or as otherwise required by law; and (b) if any amount remains on deposit as cash collateral after all Letters of Credit as among themselves. The have either been fully drawn or expired (without any pending drawings), such remaining amount shall be applied to the other Secured Obligations, if any, in the order of priority set forth in clauses above. Notwithstanding the foregoing, other than with respect to any such Swap Obligations and Banking Services Obligations held by the Lender acting as Administrative Agent (iv) through (x) of this Section 12.3 or any Affiliate thereof), Secured Obligations arising under Swap Obligations and Banking Services Obligations shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may at any time and request, from time to time be changed at the direction holder of the Lenders without necessity Swap Obligations or Banking Services Obligations, as the case may be. Each holder of Swap Obligations or Banking Services Obligations not a party to this Agreement that has given the notice to or consent of or approval contemplated by the Borrowerpreceding sentence shall, or any other Person; providedby such notice, that be deemed to have acknowledged and accepted the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent appointment of the Administrative Agent, and, in Agent pursuant to the case terms of clause (iii), with the prior written consent of the ArrangerArticle VIII for itself and its Affiliates as if a “Lender” party hereto.

Application of Payments. The If the Borrower, prior to the occurrence of a Default, has remitted a payment to the Administrative Agent or any Lender without indicating the Obligation to be reduced thereby, or at any time after the occurrence of a Default, subject to the provisions of Section 9.2, the Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (ivC) fourththird, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of CreditLenders; (vD) fifth, to pay interest due in respect of Swing Line Loans; (vi) sixthfourth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viiiE) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninthfifth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 ; and (xiiF) twelfthsixth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Eurocurrency Rate Loans with those Eurodollar Eurocurrency Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank Agent and the issuer(s) of Letters of Credit Lenders as among themselves. The Upon written notice to the Borrower, the order of priority set forth in clauses (ivC) through (xF) of this Section 12.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the BorrowerCompany, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (iA) through and (iiiB) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative All amounts paid to or received by Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences of this Section 12.3, apply all payments and prepayments in respect of monetary Obligations, from whatever source (whether from any Obligations and all proceeds Borrower or any other Loan Party Obligor pursuant to such other Loan Party Obligor’s guaranty of the Obligations, any realization upon any Collateral or otherwise) shall be applied by Agent to the Obligations in the following ordersuch order as Agent may elect, and absent such election shall be applied as follows: (i) firstFIRST, to pay interest on reimburse Agent for all out-of-pocket costs and then principal of expenses, and all indemnified losses, incurred by Agent which are reimbursable to Agent in accordance with this Agreement or any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrowerother Loan Documents; (ii) secondSECOND, to pay any accrued but unpaid interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the LendersProtective Advances; (iii) thirdTHIRD, to the ratable payment of the Obligations in respect outstanding principal of any fees, expenses, reimbursements or indemnities then due to the Administrative AgentProtective Advances; (iv) fourthFOURTH, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due accrued but unpaid fees owing to the Agent and Lenders and the issuer(s) of Letters of Creditunder this Agreement and/or any other Loan Documents; (v) fifthFIFTH, to pay any unpaid accrued interest due in respect of Swing Line Loanson the Obligations; (vi) sixthSIXTH, to pay interest due in respect the outstanding principal of the Loans.; and (vii) seventhSEVENTH, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of any other outstanding Obligations; and after payment in full in cash of all other of the outstanding monetary Obligations. Unless otherwise required , any further amounts paid to or received by the terms of this Agreement, all principal payments Agent in respect of Loans the Obligations (other than Swing Line Loansso long as no monetary Obligations are outstanding) shall be applied firstpaid over to Borrowers or such other Person(s) as may be legally entitled thereto. For purposes of determining the Borrowing Base, such amounts will be credited to repay outstanding Floating Rate Loans, the Loan Account and then the Collateral balances to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order they relate upon Agent’s receipt of priority an advice from Agent’s Bank (set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s(g) of Letters of Credit as among themselves. The order of priority set forth in clauses Annex I) that such items have been credited to Agent’s account at Agent’s Bank (iv) through (x) of this Section 12.3 may or upon Agent’s deposit thereof at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, ’s Bank in the case of clause (iiipayments received by Agent in kind), with in each case subject to final payment and collection. However, for purposes of computing interest on the prior written consent Obligations, such items shall be deemed applied by Agent three (3) Business Days after Agent’s receipt of the Arrangeradvice of deposit thereof at Agent’s Bank.

Application of Payments. The Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.311.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (ia) first, to pay interest on and then principal of any portion of the Syndicated Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iib) second, to pay interest on and then principal Obligations in respect of any advance made under Section 10.3 for which fees, expense reimbursements or indemnities then due to the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lendersin its capacity as such; (iiic) third, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative AgentLenders; (ivd) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (v) fifth, to pay interest due in respect of Swing Line Syndicated Loans; (vie) sixth, to pay interest due in respect of Loans. (vii) seventhfifth, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Syndicated Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 ; and (xiif) twelfthsixth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable if no Default has occurred and is continuing) by the Borrower or unless otherwise mandated by the terms of this Agreement, all principal payments in respect of Syndicated Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 11.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank Agent and the issuer(s) of Letters of Credit Lenders as among themselves. The order of priority set forth in clauses (ivd) through (xh) of this Section 12.3 11.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, Borrower or any other Person; provided, that the . The order of priority set forth in clauses (a) and (b) of payments in respect of Swing Line Loans this Section 11.3 may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the ArrangerAdministrative.

Application of Payments. The Administrative Subject to the provisions of Section 8.2, the Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.311.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 9.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iiiC) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, expense reimbursements or indemnities then due to the Administrative Agent; (ivD) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (vE) fifth, to pay interest due in respect of Swing Line LoansLoans and L/C Obligations; (viF) sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans Reimbursement Obligations and Term Loans) and Reimbursement Rate Hedging Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xiG) eleventhseventh, to provide required cash collateral, collateral if required any pursuant to Section 3.11 2.24; and (xiiH) twelftheighth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to the outstanding Revolving Loans and, second, to the outstanding Term Loans, in each case, first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 11.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit and other Holders of Secured Obligations as among themselves. The order of priority set forth in clauses (ivD) through (xH) of this Section 12.3 11.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the . The order of priority set forth in clauses (A) through (C) of payments in respect of Swing Line Loans this Section 11.3 may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Subsequent to the occurrence and during the continuation of any Default or Event of Default, all payments received by Lenders (or Affiliates of Lenders party to Related Interest Rate Agreements) on the Obligations and on the proceeds from the enforcement of the Obligations shall be applied among Administrative Agent shalland Lenders (and Affiliates of Lenders party to Related Interest Rate Agreements) as follows: first, unless otherwise specified at to all Administrative Agent’s and Lenders’ (and Affiliates of Lenders party to Related Interest Rate Agreements) fees and expenses then due and payable, other than such fees and expenses which, in effect, correspond to principal, notional amount or interest under or with respect to such Related Interest Rate Agreements; second, to all other expenses then due and payable by any Loan Party under the direction of Loan Documents; third, to all indemnitee obligations then due and payable by any Loan Party under the Required Lenders which direction shall be consistent with Loan Documents; fourth, to all commitment and other fees and commissions then due and payable by Borrower under the last two sentences of this Section 12.3Loan Documents; fifth, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: pro rata to (i) first, to pay accrued and unpaid interest on the Loans (pro rata) in accordance with all such amounts due on the Loans and then (ii) any scheduled payments (excluding termination, unwind and similar payments) due to a Lender or an Affiliate of a Lender on any Related Interest Rate Agreements (pro rata with all such amounts due); sixth, pro rata to (a) the principal of any portion amount of the Loans which the Administrative Agent may have advanced on behalf of (pro rata among all Loans) and (b) any Lender for which the Administrative Agent has not then been reimbursed by such termination, unwind and similar payments due to a Lender or the Borrower; an Affiliate of a Lender under Related Interest Rate Agreements (ii) second, to pay interest on pro rata with all such amounts due); and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (v) fifth, to pay interest due in respect of Swing Line Loans; (vi) sixth, to pay interest due in respect of Loans. (vii) seventh, to any remaining amounts due under the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighthObligations, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order that order. Any remaining monies not applied as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements provided in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) Subsection 6.8 shall be applied first, paid to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, Borrower or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the ArrangerPerson lawfully entitled thereto.

Application of Payments. The Administrative Agent shall, unless otherwise specified at the direction Notwithstanding any contrary provision contained in this Agreement or in any of the Required Lenders which direction other Financing Agreements, after the occurrence of a Default or an Event of Default Borrower irrevocably waives the right to direct the application of any and all payments at any time or times hereafter received by Lender from Borrower or with respect to any of the Collateral, and Borrower and Lender does hereby irrevocably agree that any and all payments or proceeds so received shall be consistent with applied in the last two sentences following manner: First, to the payment of this Section 12.3all fees, apply all payments costs, expenses and prepayments indemnities of Lender (in its capacity as such), including reasonable attorneys’ fees and costs of Lender, and any other Liabilities owing to Lender in respect of any Obligations and all proceeds of sums advanced by Lender to preserve the Collateral or to preserve its security interest in the following order: Collateral (i) firstor any other collateral provided pursuant to any other Financing Agreement); Second, to pay interest on and then principal payment of any that portion of the Loans which the Administrative Agent may have advanced on behalf Liabilities constituting fees, costs, expenses and indemnities of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) secondLender; Third, to pay interest on payment of that portion of the Liabilities constituting fees, costs, expenses and then principal indemnities of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) thirdLender as provided herein; Fourth, to the ratable payment of all of the Obligations in respect Liabilities consisting of any fees, expenses, reimbursements or indemnities then due accrued and unpaid interest owing to the Administrative Agent; (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (v) fifth, to pay interest due in respect of Swing Line Loans; (vi) sixth, to pay interest due in respect of Loans. (vii) seventhLender; Fifth, to the ratable payment or prepayment of all Liabilities consisting of principal outstanding on Swing Line Loans; (viii) eighthowing to Lender; Sixth, to the ratable payment of all Bank Product Obligations (including with respect to any Hedging Agreement) owing to Lender or prepayment of principal outstanding on the Term Loans; (ix) ninthits Affiliates; Seventh, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other ObligationsLiabilities owing to Lender; and Last, the payment of any remaining proceeds, if any, to whomever may be lawfully entitled to receive such amounts, including, if applicable, Borrower. Unless otherwise required by the terms of All amounts owing under this Agreement, all principal payments Agreement in respect of Loans (other than Swing Line Loans) Liabilities including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans payable in accordance with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order the foregoing waterfall provisions irrespective of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments whether a claim in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth such amounts is allowed or allowable in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arrangerany insolvency proceeding.

Application of Payments. The Administrative If the Obligations have become due and payable in full or if at any time insufficient funds are received by and available to the Agent shallto fully pay all fees, unless otherwise specified at costs, expenses, principal, interest and other amounts due to Agent and the direction of Lenders under this Agreement and the Required Lenders which direction other Loan Documents, such funds received by Agent shall be consistent with the last two sentences of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: applied: (ia) first, to pay interest the payment of fees, costs, disbursements, indemnities and other expenses (including Attorney Costs of Agent’s counsel) owing to Agent, including without limitation, if applicable, amounts incurred in realizing on and then principal of any portion of Collateral or otherwise enforcing the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; Loan Documents; (iib) second, to pay interest the payment of fees, costs, disbursements, indemnities, and other expenses owing to the Lenders (other than LC Fees, Revolving Loan Commitment Fee, Used Vehicle Floorplan Commitment Fee, and New Vehicle Floorplan Commitment Fee), including without limitation, if applicable, amounts incurred in realizing on Collateral or otherwise enforcing the Loan Documents and then principal of any advance made under amounts owing pursuant to Article 7 and Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; 17.1; (iiic) third, to the ratable payment of LC Fees, Revolving Loan Commitment Fees, New Vehicle Floorplan Commitment Fee and Used Vehicle Floorplan Commitment Fee; (d) fourth to the Obligations in respect payment of accrued interest on all of the Loans and other Obligations, (e) fifth to the payment to Swing Line Lender of any fees, expenses, reimbursements or indemnities then due to principal amount of the Administrative Agent; (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (v) fifth, to pay interest due in respect of New Vehicle Swing Line Loans; Loans in excess of the New Vehicle Swing Line Commitment; (vif) sixth, to pay interest due in respect the payment of the remaining principal owing to all of the Lenders on all of the Loans. , LC Obligations, and other Obligations, allocated to the Lenders based upon their Pro Rata Shares; (viig) seventh, to fully cash collateralize the ratable payment or prepayment of principal LC Obligations and any outstanding on Swing Line Loans; Payment Commitments; (viiih) eighth, to payment of the ratable payment or prepayment of principal outstanding on Permitted Swap Obligations, ratably among the Term Loans; Lenders in proportion to the respective amounts described in this clause (ixh) held by them; and (i) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenthbalance, if any, to the ratable payment Borrowers or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arrangerlaw.

Application of Payments. The Administrative Agent shall(a) At any time an Application Event has occurred and is continuing, unless otherwise specified at or the direction maturity of the Required Lenders which direction Indebtedness shall be consistent with the last two sentences of this have been accelerated pursuant to Section 12.38.2, apply all payments and prepayments or proceeds received by the Agent hereunder or under any other Loan Document in respect of any Obligations and of the Indebtedness, including, but not limited to all proceeds of the Collateral in the following order: (i) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid received by the Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations Agent in respect of any feessale, expensesany collection from, reimbursements or indemnities then due to other realization upon all or any part of the Administrative Agent; (iv) fourthCollateral, shall be applied in full or in part as follows: first, ratably to pay Obligations the Indebtedness in respect of any feesfees (other than the Yield Maintenance Premium and the Prepayment Premium), expensesexpense reimbursements, reimbursements or indemnities and other amounts then due and payable to the Agent until paid in full; second, ratably to pay the Indebtedness in respect of any fees (other than the Yield Maintenance Premium and the Prepayment Premium), expense reimbursements, and indemnities then due and payable to the Lenders and the issuer(s) of Letters of Credit; (v) fifthuntil paid in full; third, ratably to pay interest then due and payable in respect of Swing Line the Loans; ; fourth, ratably to pay principal of the Term Loan A and Term Loan B until paid in full; fifth, ratably to pay principal of the Incremental Term Loans, if any (vi) in the order of the Credit Dates of the Incremental Term Loans), until paid in full; sixth, ratably to pay interest due the Indebtedness in respect of Loans. (vii) seventh, the Yield Maintenance Premium and the Prepayment Premium then due and payable to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations Lenders until paid in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfthfull; seventh, to the ratable payment of all other Obligations. Unless otherwise required by the terms of this Agreement, all principal payments Indebtedness then due and payable until paid in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Personfull; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Subject to the provisions of Section 2.5 and Section 8.2, the Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.311.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 9.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iiiC) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, expense reimbursements or indemnities then due to the Administrative Agent; (ivD) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (vE) fifth, to pay interest due in respect of Swing Line Loans; (viF) sixth, to pay interest due in respect of Loans (other than Swing Line Loans.) and L/C Obligations; (viiG) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viiiH) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and ), Reimbursement Obligations and Hedging Obligations under Hedging Agreements with any Lender (or affiliate thereof) in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xiI) eleventhninth, to provide required cash collateral, collateral if required any pursuant to Section 3.11 2.24; and (xiiJ) twelfthtenth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to the outstanding Revolving Loans and, second, to the outstanding Term Loans, in each case, first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 11.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit and other Holders of Secured Obligations as among themselves. The order of priority set forth in clauses (ivD) through (xH) of this Section 12.3 11.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (iA) through (iiiC) of this Section 12.3 11.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The (i) Subject to the provisions of Section 2.13(g) (Payments and Computations), any prepayments made by the Borrowers required to be applied in accordance with this clause (c) shall be applied as follows: first, to repay the outstanding principal balance of the Term Loans (subject to clause (ii) below, on a pro rata basis between the U.S. Term Loans and the Canadian Term Loans) until such Term Loans shall have been prepaid in full; second, at the option of the Administrative Agent shallin its reasonable discretion, unless otherwise specified at to repay the direction outstanding principal balance of any Swing Loan until such Swing Loan shall have been repaid in full; third, to repay the outstanding principal balance of the Required Lenders which direction Revolving Loans until such Revolving Loans shall have been paid in full; and fourth, to provide cash collateral for any Letter of Credit Obligations in an amount equal to 105% of such Letter of Credit Obligations in the manner set forth in Section 9.3 (Actions in Respect of Letters of Credit) until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth therein; provided, however, that (A) upon a Deferred Prepayment Event, the prepayments required under clauses first through fourth above shall be consistent with reduced by the last two sentences of this Section 12.3, apply all payments and prepayments Deferred Prepayment Amount in respect of any Obligations such Deferred Prepayment Event and all proceeds (B) on the earlier of (1) the Collateral occurrence of an Event of Default and (2) the Deferred Prepayment Date, the remaining balance of such Deferred Prepayment Amount shall be applied in the following order: (i) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower;accordance with clauses first through fourth above. (ii) secondAll repayments of the Term Loans made pursuant to this clause (c) shall be applied to reduce ratably the remaining installments of such outstanding principal amounts of the Term Loans; provided, however, that, until the first day following the fifth anniversary of the Closing Date, (A) the Borrowers shall not be required to pay interest on and then principal apply any prepayment (or the applicable portion thereof) under clause first of clause (c)(i) above to the Canadian Term Loans to the extent that such payment, together with any advance payments made under Section 10.3 for which 2.6(b) (Repayment of Loans), would result in the Administrative Agent has not then been paid by repayment of the Borrower or reimbursed by Canadian Term Loans in an aggregate principal amount in excess of 25% of the Lenders;aggregate principal amount of the Canadian Term Loans made on the Closing Date and (B) all such prepayments required to be applied under clause first above shall be applied solely to the U.S. Term Loans. All repayments of Revolving Loans and Swing Loans required to be made pursuant to this clause (c) shall result in a permanent reduction of the Revolving Credit Commitments to the extent provided in Section 2.5(b) (Reduction and Termination of the Commitments). (iii) thirdNotwithstanding anything in this clause (c) to the contrary, Net Cash Proceeds arising from the issuance of the Senior Notes or any other debt Securities or any Equity Issuance after the Closing Date shall be applied as follows: first, to prepay (x) unless a Default or an Event of Default shall have occurred and be continuing, the ratable payment obligations under the Seller Note, if outstanding (with a corresponding permanent reduction in the commitments for the Senior Unsecured Facility under the Senior Unsecured Credit Agreement in the amount of such prepayment), but only to the extent that such obligations shall not have been transferred (by sale, assignment, participation or otherwise), directly or indirectly, by Alcan to any Person (other than one or more Subsidiaries of Alcan or (y) the Senior Unsecured Facility and redeem the Senior Unsecured Exchange Securities (other than the Senior Unsecured Fixed Rate Exchange Securities); and second, to prepay the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (v) fifth, to pay interest due in respect of Swing Line Loans; (vi) sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans accordance with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person2.9; provided, however, that until the first day following the fifth anniversary of the Closing Date, (A) the Borrowers shall not be required to apply any prepayment (or the applicable portion thereof) under clause first of clause (c)(i) above to the Canadian Term Loans to the extent that such payment, together with any payments made under Section 2.6(b) (Repayment of Loans), would result in the repayment of the Canadian Term Loans in an aggregate principal amount in excess of 25% of the aggregate principal amount of the Canadian Term Loans made on the Closing Date; provided, further, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent obligations of the Swing Line Bank. The order of priority set forth in clauses (i) through Company under the Seller Note shall not be prepaid under this clause (iii) until all obligations of this Section 12.3 may be changed only with the prior written consent each Subsidiary of the Administrative Agent, and, Company under the Seller Note have been paid in the case of clause (iii), with the prior written consent of the Arrangerfull.

Application of Payments. The (a) Prior to the exercise of remedies pursuant to Section 8.2, including acceleration of the Obligations, all amounts received by the Administrative Agent shallfrom the Borrower (other than payments specifically earmarked for application to certain principal, unless otherwise specified at the direction of the Required Lenders interest, fees or expenses hereunder (which direction shall be consistent with applied as earmarked) shall be distributed by the last two sentences of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral Administrative Agent in the following order: (i) firstorder of priority: FIRST, to pay interest on and then principal the payment of any portion out-of-pocket expenses (including, without limitation, reasonable attorneys’ fees) of the Loans which the Administrative Agent may have advanced on behalf with respect to enforcing the rights of the Lenders under the Loan Documents, in each case to the extent required to be reimbursed by the Borrower pursuant to Section 10.2; SECOND, to the payment of any Lender for which fees owed to the Administrative Agent has not then been reimbursed by such Lender or under the Borrower; (ii) second, Loan Documents and all amounts owed pursuant to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) thirdErroneous Payment Subrogation Rights; THIRD, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due all accrued fees and interest payable to the Lenders and the issuer(s) of Letters of Credit; (v) fifth, to pay interest due in respect of Swing Line Loans; (vi) sixth, to pay interest due in respect of Loans. (vii) seventhunder this Agreement; FOURTH, to the ratable payment or prepayment of principal outstanding then due and payable on Swing Line the Loans; (viii) eighth; FIFTH, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless Obligations not otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, referred to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 2.12(a) then due and payable; and SIXTH, upon satisfaction in full of all Obligations, to the related provisions of applicable Credit Party or such other Person who may be lawfully entitled thereto. (b) Notwithstanding anything in this Agreement are set forth solely or any other Loan Documents which may be construed to determine the rights and priorities contrary, subsequent to the exercise of remedies pursuant to Section 8.2, including acceleration of the Obligations, payments and prepayments with respect to the Obligations made to the Administrative Agent, Agent for the benefit of the Lenders, the Swing Line Bank and Lender Group, or any of them, or otherwise received by any member of the issuer(s) of Letters of Credit as among themselves. The Lender Group shall be distributed in the following order of priority set forth in clauses (iv) through subject to Section 2.11): FIRST, to the payment of out-of-pocket expenses (xincluding without limitation indemnification and reasonable attorneys’ fees) of this Section 12.3 may at any time and from time the Administrative Agent with respect to time be changed at enforcing the direction rights of the Lenders without necessity of notice under the Loan Documents, in each case to or consent of or approval the extent required to be reimbursed by the BorrowerBorrower pursuant to Section 10.2; SECOND, or to the payment of any fees owed to the Administrative Agent under the Loan Documents and all amounts owed pursuant to Erroneous Payment Subrogation Rights; THIRD, to the payment of out-of-pocket expenses (including without limitation indemnification and reasonable attorneys’ fees) of the Lenders with respect to enforcing their rights under the Loan Documents, in each case to the extent required to be reimbursed by the Borrower pursuant to Section 10.2; FOURTH, to the payment of all accrued fees and interest payable to the Lenders under this Agreement; FIFTH, to the payment of principal on the Loans; SIXTH, to any other PersonObligations not otherwise referred to in this Section 2.12(b); providedand SEVENTH, that upon satisfaction in full of all Obligations, to the order of priority of payments in respect of Swing Line Loans applicable Credit Party or such other Person who may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arrangerlawfully entitled thereto.

Application of Payments. The (a) Subject to the provisions of Section 11.02 and any provisions of this Agreement specifically providing for payments to be applied to a particular Facility, the Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.39.03, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral (except as hereinafter provided) in the following order: (i) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (iviii) fourththird, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(sIssuer(s); (iv) fourth, to pay interest due in respect of Letters of CreditSwing Line Loans; (v) fifth, to pay interest due in respect of Loans (other than Swing Line Loans) and Facility Letter of Credit Obligations; (vi) sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viiivii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninthseventh, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans Loans), Reimbursement Obligations, and Term Loans) and Reimbursement Hedging Obligations in such order as the Administrative Agent may determineunder Permitted Hedging Agreements; (xviii) tentheighth, to the ratable payment or prepayment Letter of Hedging Credit Collateral Account in an amount equal to the outstanding Facility Letter of Credit Obligations to the extent required under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 2.21(h); and (xiiix) twelfthninth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of an Event of Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) under a Facility shall be applied first, to repay outstanding Floating Rate Loans, Loans under such Facility and then to repay outstanding Eurodollar Rate Loans under such Facility, with those Eurodollar Rate Loans which that have earlier expiring Interest Periods Period being repaid prior to those which that have later expiring Interest Periods. The order of priority set forth in this Section 12.3 9.03(a) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(sIssuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (ivi) through (xix) of this Section 12.3 9.03(a) may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, Borrower or any other Person; provided, that the order of priority set forth in clauses (i) and (ii) may be changed only with the prior written consent of the Administrative Agent and the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Agent shall(a) At any time an Application Event has occurred and is continuing, unless otherwise specified at or the direction maturity of the Required Lenders which direction Indebtedness shall be consistent with the last two sentences of this have been accelerated pursuant to Section 12.38.2, apply all payments and prepayments or proceeds received by the Agent hereunder or under any other Loan Document in respect of any Obligations and of the Indebtedness, including, but not limited to all proceeds of the Collateral in the following order: (i) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid received by the Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations Agent in respect of any feessale, expensesany collection from, reimbursements or indemnities then due to other realization upon all or any part of the Administrative Agent; (iv) fourthCollateral, shall be applied in full or in part as follows: first, ratably to pay Obligations the Indebtedness in respect of any feesfees (other than the Yield Maintenance Premium and the Prepayment Premium), expensesexpense reimbursements, reimbursements or indemnities and other amounts then due and payable to the Agent until paid in full; second, ratably to pay the Indebtedness in respect of any fees (other than the Yield Maintenance Premium and the Prepayment Premium), expense reimbursements, and indemnities then due and payable to the Lenders and the issuer(s) of Letters of Credit; (v) fifthuntil paid in full; third, ratably to pay interest then due and payable in respect of Swing Line the Loans; ; fourth, ratably to pay principal of the Term Loan A and Term Loan B until paid in full; fifth, ratably to pay principal of the Incremental Term Loans, if any (vi) in the order of the Credit Dates of the Incremental Term Loans), until paid in full; sixth, ratably to pay interest due the Indebtedness in respect of Loans. (vii) seventh, the Yield Maintenance Premium and the Prepayment Premium then due and payable to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations Lenders until paid in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfthfull; seventh, to the ratable payment of all other Obligations. Unless otherwise required by Indebtedness then due and payable until paid in full; and eighth, all remaining amounts to the Borrower or such other Person entitled thereto under applicable law. (b) For purposes of Section 9.2, “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of this Agreementany Insolvency Proceeding), all principal payments in respect of Loans (other than Swing Line Loans) shall be applied firstdefault interest, to repay outstanding Floating Rate Loansinterest on interest, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periodsexpense reimbursements, whether or not the same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. The order In the event of a direct conflict between the priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine Section 9.2 and other provisions contained in any other Loan Document, it is the rights and priorities intention of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, parties hereto that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.both such

Application of Payments. The Administrative Agent shall(i) Other than following the occurrence and during the continuance of an Event of Default, unless otherwise specified at each cash payment, repayment and prepayment by the direction of the Required Lenders which direction Borrower or any other Loan Party shall be consistent with applied as follows, subject to the last two sentences of this Section 12.3, apply all payments and prepayments applicable DIP Order then in respect of any Obligations and all proceeds of the Collateral in the following ordereffect: (iA) first, to pay all fees, costs and expenses (including any attorneys’ fees) owed to the Agent under the Facility Documents, (B) second, ratably to all fees, costs and expenses (including any attorneys’ fees) owed to any Lender under the Facility Documents, (C) third, ratably to accrued and unpaid interest on and then owed to the Lenders under the Facility Documents, (D) fourth, ratably to the principal of any portion amount of the Loans which owed to the Administrative Agent may have advanced on behalf of Lenders (including any Make Whole Amount and Exit Fee under the Prepetition First Lien Term Loan Debt), and (E) fifth, to all other Obligations owing to Agent, any Lender for which or any other Secured Party, and, with respect to any such Obligations owed to the Administrative Agent has not then been reimbursed by such Lender or Lenders, shall be allocated among the Borrower;Lenders in accordance with and in proportion to their respective Pro Rata Shares. (ii) Notwithstanding anything herein to the contrary, following the occurrence and continuance of an Event of Default, all payments shall be applied as follows, in all cases subject to the applicable DIP Order then in effect: (A) first, to the payment of that portion of the Obligations constituting unpaid fees, indemnities, expenses or other amounts (including fees and disbursements and other charges of the Lender Professionals) payable to the Agent in its capacity as such; (B) second, to pay interest on the payment of that portion of the Obligations constituting unpaid fees, indemnities, costs, expenses and then other amounts (other than principal and interest, but including fees and disbursements and other charges of any advance made counsel payable under Section 10.3 for which 8.2, and any Termination Payment) payable to the Administrative Agent has not then been paid by Lenders arising under the Borrower or reimbursed by Facility Documents, ratably among them in proportion to the Lendersrespective amounts described in this clause (b) payable to them; (iiiC) third, to the ratable payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, ratably among the Lenders in respect of any fees, expenses, reimbursements or indemnities then due proportion to the Administrative Agentrespective amounts described in this clause (iii) payable to them; (ivD) fourth, to pay the payment of that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Lenders in respect of any fees, expenses, reimbursements or indemnities then due proportion to the Lenders and the issuer(srespective amounts described in this clause (iv) of Letters of Creditpayable to them; (vE) fifth, in reduction of any other Obligation then due and owing, ratably among the Agent and the Lenders based upon the respective aggregate amount of all such Obligations owing to pay interest them in accordance with the respective amounts thereof then due in respect of Swing Line Loans;and payable; and (viF) sixth, to pay interest due the balance, if any, after all Obligations have been indefeasibly paid in respect of Loans. (vii) seventhfull, to the ratable payment Borrower or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, such other Person as may be lawfully entitled to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required directed by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, Borrower to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and receive the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arrangerremainder.

Application of Payments. The Subject to the provisions of ‎Section 9.02, the Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.3‎Section 12.03, apply all payments and prepayments in respect of any Obligations received after the occurrence and all proceeds during the continuance of the Collateral a Default or Unmatured Default in the following order: (ia) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iib) second, to pay interest on and then principal of any advance made under Section 10.3 ‎Section 10.03 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iiic) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (ivd) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (ve) fifth, to pay interest due in respect of Swing Line Loans; (vif) sixth, to pay interest due in respect of Loans (other than Swing Line Loans.) and L/C Obligations and any fees, premiums and scheduled periodic payments on any Banking Services Obligations and Hedging Obligations, ratably among the Secured Parties in proportion to the respective amounts described in this clause sixth held by them; (viig) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viiih) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans Loans), Reimbursement Obligations, and Term Loans) all other Banking Services Obligations and Reimbursement Obligations Hedging Obligations, ratably among the Secured Parties in such order as proportion to the Administrative Agent may determinerespective amounts described in this clause eighth held by them; (xi) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventhninth, to provide required cash collateral, if required pursuant to Section 3.11 ‎Section 3.11; and (xiij) twelfthtenth, to the ratable payment of all other Obligations, ratably based upon the respective aggregate amounts of all such Obligations owing to the Secured Parties on such date. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied to the outstanding Loans first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 ‎Section 12.03 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit Secured Parties as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the BorrowerCompany; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations in respect of any fees, expenses, expense reimbursements or indemnities then due to the Administrative Agent; (ivC) fourththird, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of CreditLenders; (vD) fifth, to pay interest due in respect of Swing Line Loans; (vi) sixthfourth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 ; and (xiiE) twelfthfifth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementCompany, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to the outstanding Revolving Loans, and second, to the outstanding Alternate Currency Loans, and third to the outstanding Competitive Bid Loans, in each case, first, to repay outstanding Floating Alternate Base Rate Loans, and then to repay outstanding Eurodollar Rate Eurocurrency Loans (or other fixed rate Loans) with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank Agent and the issuer(s) of Letters of Credit Lenders as among themselves. The order of priority set forth in clauses (ivD) through and (xE) of this Section 12.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the any Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (iA) through (iiiC) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Subject to the provisions of Section 2.17, the Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.311.3, apply all payments and prepayments received after the occurrence and during the continuance of a Default in respect of any Obligations and all proceeds of the Collateral in the following order: (i) first, to pay interest on and then principal of any portion of the Loans which the Administrative an Agent may have advanced on behalf of any Lender for which the Administrative such Agent has not then been reimbursed by such Lender or the Borrower; (ii) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative AgentAgents; (iviii) fourththird, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of CreditLenders; (viv) fifth, to pay interest due in respect of Swing Line Loans; (vi) sixthfourth, to pay interest due in respect of Loans.; (viiv) seventhfifth, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viiivi) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfthsixth, to the ratable payment of all other Obligations; and (vii) seventh, to the Borrower. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 11.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank Agents and the issuer(s) of Letters of Credit Lenders as among themselves. The order of priority set forth in clauses (iviii) through (xvi) of this Section 12.3 11.3 may at any time and from time to time be changed at the direction by all of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through and (iiiii) of this Section 12.3 11.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the ArrangerAgents.

Application of Payments. The Subject to the provisions of Section 9.2, the Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences of this Section 12.313.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (i) : first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) ; second, to pay interest on and then principal of any advance made under Section 10.3 11.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) ; third, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (iv) ; fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit; (v) Issuing Bank; fifth, to pay interest due in respect of Swing Line Loans; (vi) ; sixth, to pay interest due in respect of Loans (other than Swing Line Loans. (vii) and L/C Obligations; seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) ; eighth, subject to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninthSection 2.5(B), to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenthdetermine in its sole discretion; ninth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh; tenth, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth3.11; and eleventh, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Eurocurrency Rate Loans with those Eurodollar Eurocurrency Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 13.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit Issuing Bank as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 13.3 may at any time and from time to time be changed at the direction by all of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 13.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The If any Borrower, prior to the occurrence of a Default, has remitted a payment to the Administrative Agent or any Lender without indicating the Obligation to be reduced thereby, or at any time after the occurrence of a Default, subject to the provisions of Section 9.2, the Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the any Borrower; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (ivC) fourththird, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (vD) fifthfourth, to pay interest due in respect of Swing Line Loans; (viE) sixthfifth, to pay interest due in respect of Loans.Loans (other than Swing Line Loans and L/C Obligations); (viiF) seventhsixth, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viiiG) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninthseventh, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xiH) eleventheighth, to provide required cash collateral, if required pursuant to Section 3.11 3.11; and (xiiI) twelfthninth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this Agreementapplicable Borrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Eurocurrency Rate Loans with those Eurodollar Eurocurrency Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The Upon written notice to the Borrowers, the order of priority set forth in clauses (ivC) through (xI) of this Section 12.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the BorrowerCompany, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (iA) through and (iiiB) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Subject to the provisions of Section 8.2, ----------------------- ----------- the Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.311.3, apply all payments and prepayments in respect of any Obligations --------- and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the BorrowerBorrower or Subsidiary Obligor; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 9.3 for which the Administrative Agent has not then been paid by the Borrower Borrowers ----------- or the Subsidiary Obligors or reimbursed by the Lenders; (iiiC) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, expense reimbursements or indemnities then due to the Administrative Agent; (ivD) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of CreditIssuing Lender; (vE) fifth, to pay interest due in respect of Swing Line LoansLoans and L/C Obligations; (viF) sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations and Hedging Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xiG) eleventhseventh, to provide required cash collateral, collateral if required any pursuant to Section 3.11 and2.19; and --------- (xiiH) twelftheighth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrowers, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Base Rate Loans, ----- and then to repay outstanding Eurodollar Rate Loans and Korean Eurodollar Loans ---- with those Eurodollar Rate Loans and Korean Eurodollar Loans, as applicable, which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 11.3 and the related provisions of this Agreement are set forth solely -------- to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank Issuing Lender and the issuer(s) other Holders of Letters of Credit Secured Obligations as among themselves. The As long as a Default shall have occurred and is continuing, the order of priority set forth in clauses (ivD) through (xH) of this Section 12.3 11.3 may at any time and from ----------- --- ------------ time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the BorrowerBorrowers, the Subsidiary Obligors, or any other Person; provided, that the . The order of priority set forth in clauses (A) through (C) of payments in respect of Swing Line Loans ----------- --- this Section 11.3 may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative ------------- Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Agent shallSubject to the terms hereof, unless otherwise specified at provided that no Event of Default has occurred and is continuing, each and every payment made by Borrower to Lender in accordance with the direction terms of the Required Lenders which direction Note and/or the terms of any other Loan Document, all other proceeds received by Lender with respect to the Loan and all funds on deposit in the Cash Collateral Account, shall be consistent with the last two sentences of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral applied in the following orderorder of priority: (ia) If due prior to the Anticipated Payment Date: first, to pay interest on the payment of Basic Carrying Costs in accordance with the terms and then principal conditions of any portion Section 8 of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) this Agreement; second, to pay the payment of the Monthly Debt Service Payment Amount for the related Payment Date, applied first to the payment of all interest on accrued and then payable under the Note computed at the Regular Interest Rate and the balance, to the payment of the outstanding principal balance of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) Note; third, to the ratable payment of any other amounts then due and payable to the Lender under the Note or under the Loan Documents; last, to the extent there are funds on deposit in the Cash Collateral Account, to the Distribution Account, from which Borrower may withdraw any or all sums on deposit therein. (b) If due on or after the Anticipated Payment Date: first, to the payment of Basic Carrying Costs in accordance with the terms and conditions of Section 8 of this Agreement; second, to the payment of the Obligations in respect Monthly Debt Service Payment Amount for the related Payment Date, applied first to the payment of all interest accrued and payable under the Note computed at the Regular Interest Rate and the balance, to the payment of the outstanding principal balance of the Note; third, to the payment of any fees, expenses, reimbursements or indemnities other amounts then due and payable to the Administrative Agent; (iv) Lender under the Note or under the Loan Documents; fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due and to the Lenders and extent there are funds on deposit in the issuer(s) Cash Collateral Account, to the payment of Letters of Credit; (v) monthly Operating Expenses incurred in accordance with the related Approved Annual Budget pursuant to a written request for payment submitted by Borrower to Lender specifying the individual Operating Expenses in a form acceptable to Lender; fifth, to pay interest due in respect the payment of Swing Line Loans; (vi) the outstanding principal balance of the Note; sixth, to pay interest due in respect the payment of Loans. (vii) seventhAccrued Interest; and last, to the ratable payment or prepayment of principal outstanding extent there are funds on Swing Line Loans; (viii) eighthdeposit in the Cash Collateral Account, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, such excess funds to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Subject to the provisions of Section 12.2(B), the Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the applicable Borrower; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the applicable Borrower or reimbursed by the Lenders; (iiiC) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (ivD) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (vE) fifth, to pay interest due in respect of Swing Line Loans and Alternate Currency Loans; (viF) sixth, to pay interest due in respect of Loans (other than Swing Line Loans or Alternate Currency Loans.) and L/C Obligations; (viiG) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans and Alternate Currency Loans; (viiiH) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and ), Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of and Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xiI) eleventhninth, to provide required cash collateral, if required pursuant to Section 3.11 3.11; and (xiiJ) twelfthtenth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementCompany, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Eurocurrency Rate Loans with those Eurodollar Eurocurrency Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (ivD) through (xJ) of this Section 12.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the BorrowerCompany, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line BankBank and in respect of Alternate Currency Loans may be changed only with the prior written consent of the Alternate Currency Banks. The order of priority set forth in clauses (iA) through (iiiC) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The If any Borrower, prior to the occurrence of a Default, has remitted a payment to the Administrative Agent or any Lender without indicating the Obligation to be reduced thereby, or at any time after the occurrence of a Default, subject to the provisions of Section 9.2, the Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the any Borrower; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (ivC) fourththird, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (vD) fifthfourth, to pay interest due in respect of Swing Line Loans; (viE) sixthfifth, to pay interest due in respect of Loans.Loans (other than Swing Line Loans and L/C Obligations); (viiF) seventhsixth, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viiiG) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninthseventh, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and ), Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of and Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xiH) eleventheighth, to provide required cash collateral, if required pursuant to Section 3.11 3.11; and (xiiI) twelfthninth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this Agreementapplicable Borrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Eurocurrency Rate Loans with those Eurodollar Eurocurrency Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The Upon written notice to the Borrowers, the order of priority set forth in clauses (ivC) through (xI) of this Section 12.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the BorrowerCompany, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (iA) through and (iiiB) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. (a) On each Facility Payment Date and each Interest Payment Date, Borrower shall prepare and deliver to Lender and the depository institution where the Dedicated Accounts have been established a distribution worksheet detailing the application of amounts on deposit in the Dedicated Accounts in accordance with this Section 2.07. The Administrative Agent application of payments by Lender to the reduction of the Obligations shall, unless otherwise specified at in the direction absence of the Required Lenders manifest error, be binding upon Borrower. (b) On each Facility Payment Date (other than any Facility Payment date which direction is also an Interest Payment Date which shall be consistent with the last two sentences of this governed by Section 12.32.07(c)), apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral amounts on deposit in the following orderReceivables Dedicated Account and then all amounts on deposit in each Servicing Rights Dedicated Account shall be applied as follows: (i) first, to pay the payment of all non-principal amounts (including, without limitation, Expenses) other than accrued and unpaid interest owing with respect to the Loan; (ii) second, in the event that a Servicer Advance is paid in full, to the payment of outstanding principal with respect to the Loan; (iii) third, without limiting the rights of Lender under Section 2.05, to the payment of principal to satisfy any Borrowing Base Deficiency owing with respect to the Loan; (iv) fourth, to the payment of all other costs and fees payable to Lender pursuant to this Agreement; and (v) fifth, any remainder to Borrower. (c) On each Interest Payment Date, all amounts on deposit in the Receivables Dedicated Account and then principal all amounts on deposit in each Servicing Rights Dedicated Account shall be applied as follows: (i) first, to the payment of any portion accrued and unpaid interest owing with respect to the Loan; (ii) second, in the same order of priority as set forth in Section 2.07(b)(i)-(v) (d) With respect to prepayments pursuant to Section 2.03(c), such amounts shall be applied as follows: (i) first, to all non-principal amounts (including, without limitation, Expenses) owing with respect to the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the BorrowerLoan (other than accrued and unpaid interest); (ii) second, to pay the payment of accrued and unpaid interest on and then principal of any advance made under Section 10.3 for which owing with respect to the Administrative Agent has not then been paid by the Borrower or reimbursed by the LendersLoan; (iii) third, to the ratable payment of the Obligations in principal with respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent;Loan until reduced to zero; and (iv) fourth, to pay Obligations payment of all costs and fees and any other Obligations. (e) Notwithstanding the preceding provisions, if an Event of Default shall have occurred hereunder, all funds in respect the Receivables Dedicated Account and then all funds in each Servicing Rights Dedicated Account shall be applied as follows: (i) first, in the same order of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Creditpriority as set forth in Section 2.07(c)(i)-(ii); (vii) fifthsecond, to pay interest due in the payment of outstanding principal with respect of Swing Line Loansto the Loan until reduced to zero; (viiii) sixththird, to pay interest due in respect payment of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (all costs and fees and any other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 Obligations; and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at fourth, any time and from time remainder to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.311.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (ia) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iib) second, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Administrative Agent in its capacity as such; (c) third, to pay interest on and then principal of any advance made under Section 10.3 for which outstanding on the Administrative Agent has not then been paid by the Borrower or reimbursed by the LendersSwing Line Loans, applied ratably to all outstanding Swing Line Loans; (iiid) thirdfourth, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative AgentLenders, Swing Line Lender and Issuing Lenders; (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (ve) fifth, to pay interest due in respect of Loans (other than Swing Line Loans) and L/C Obligations; (vif) sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xig) eleventhseventh, to provide required cash collateral, if required any, pursuant to Section 3.11 2.20.10; and (xiih) twelftheighth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable if no Default has occurred and is continuing) by the Borrower or unless otherwise mandated by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Money Market Rate Loans, second to repay other outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 11.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank Lender and the issuer(s) of Letters of Credit Issuing Lenders as among themselves. The order of priority set forth in clauses (ivd) through (xh) of this Section 12.3 11.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, Borrower or any other Person; provided, that . The order of priority set forth in clauses (a) and (b) of this Section 11.3 may be changed only with the prior written consent of the Administrative Agent and the order of priority of payments set forth in respect of Swing Line Loans clause (c) may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the ArrangerLender.

Application of Payments. (A) The Administrative Collateral Agent shall, unless otherwise specified at the direction for itself and on behalf of the Required Lenders which direction shall be consistent with Trustee and the last two sentences Noteholders and the Financing Agent for itself and on behalf of this Section 12.3the Financing Lenders, apply all each irrevocably agrees that payments and prepayments in respect received by such Agent, the Trustee, any Noteholder or any Financing Lender consisting of any Obligations and all proceeds of the sale, collection or other realization of the Financing Agreement Collateral other than in the ordinary course of business will be applied in the following order:, unless a court of competent jurisdiction otherwise directs: FIRST, to the payment of the costs and expenses of such sale, collection or other realization, including reasonable fees to the Financing Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Financing Agent in connection therewith and all amounts for which the Financing Agent is entitled to indemnification hereunder, and to the payment of all costs and expenses paid or incurred by the Financing Agent in connection with the exercise of any right or remedy under the Financing Agreement, any other the Loan Documents or hereunder; SECOND, to the payment in full of the Financing Agreement Obligations (including without limitation cash collateralization of outstanding letters of credit at 100% of the aggregate undrawn amount thereof) other than the Excess Financing Agreement Obligations for the ratable benefit of the holders thereof; THIRD, only after payment in full of all Financing Agreement Obligations other than Excess Financing Agreement Obligations, to the payment of Indenture Obligations in accordance with Section 6.10 of the Indenture; FOURTH, after payment in full of all Financing Agreement Obligations other than Excess Financing Agreement Obligations and of all Indenture Obligations, to the payment of Excess Financing Agreement Obligations for the ratable benefit of the holders thereof; and FIFTH, after payment in full of all Financing Agreement Obligations and Indenture Obligations, to the applicable Credit Party, or its successors or assigns, or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may direct, of any surplus then remaining from such proceeds. (iB) first, to pay interest on The Collateral Agent for itself and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of the Trustee and the Noteholders and the Financing Agent for itself and on behalf of the Financing Lenders, each irrevocably agrees that payments received by such Agent, the Trustee, any Noteholder or any Financing Lender consisting of proceeds of the sale, collection or other realization of the PP&E Collateral other than in the ordinary course of business will be applied in the following order, unless a court of competent jurisdiction otherwise directs: FIRST, to the payment of the costs and expenses of such sale, collection or other realization, including reasonable fees to the Collateral Agent and its agents and counsel, and all expenses, liabilities and advances made or incurred by the Collateral Agent in connection therewith and, all amounts for which the Administrative Collateral Agent has not then been reimbursed is entitled to indemnification hereunder, and to the payment of all costs and expenses paid or incurred by such Lender or the Borrower; (ii) second, to pay interest on and then principal Collateral Agent in connection with the exercise of any advance made right or remedy under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower any Indenture Debt Documentation or reimbursed by the Lenders; (iii) thirdhereunder; SECOND, to the ratable payment of the Indenture Obligations in respect accordance with Section 6.10 of any feesthe Indenture; and THIRD, expenses, reimbursements or indemnities then due to the Administrative Agent; (iv) fourth, to pay Obligations after payment in respect full of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (v) fifth, to pay interest due in respect of Swing Line Loans; (vi) sixth, to pay interest due in respect of Loans. (vii) seventhall Indenture Obligations, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of applicable Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the BorrowerParty, or any other Person; providedits successors or assigns, that the order of priority of payments in respect of Swing Line Loans or to whosoever may be changed only with lawfully entitled to receive the prior written consent same or as a court of the Swing Line Bank. The order competent jurisdiction may direct, of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arrangerany surplus then remaining from such proceeds.

Application of Payments. The Notwithstanding any contrary provision contained in this Agreement or in any of the other Financing Agreements, after the occurrence and during the continuance of an Event of Default, Borrower irrevocably waives the right to direct the application of any and all payments at any time or times hereafter received by Administrative Agent shall, unless otherwise specified at the direction or any Lender from Borrower or with respect to any of the Required Lenders which direction Collateral, and Borrower does hereby irrevocably agree that any and all payments so received shall be consistent with the last two sentences of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral applied in the following order: (i) firstmanner: First, to pay interest on and then principal payment of any that portion of the Loans which the Liabilities constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to Administrative Agent may have advanced on behalf of any Lender for which the Agent) payable to Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) secondAgent; Second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of that portion of the Obligations in respect of any Liabilities constituting fees, expensesindemnities and other amounts (other than principal, reimbursements or indemnities then due interest and L/C Fees) payable to the Administrative Agent; (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) Issuing Lenders (including fees, charges and disbursements of counsel to the respective Lenders and Issuing Lenders), 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 Liabilities constituting accrued and unpaid L/C Fees and interest on the Loans, Letter of Credit Obligations and other Liabilities, ratably among Lenders and the Issuing Lenders in proportion to the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Liabilities constituting unpaid principal of the Loans and L/C Disbursements, ratably among Lenders and the Issuing Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to Administrative Agent for the account of the Issuing Lenders, to Cash Collateralize that portion of Letter of Credit Obligations comprised of the aggregate undrawn amount of Letters of Credit; (v) fifth; and Last, to pay interest due in respect of Swing Line Loans; (vi) sixthall other Liabilities, to pay interest due in respect of Loans. (vii) seventhand then, after all such Liabilities have been Paid In Full, any balance to the ratable payment Borrower or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required by law. Amounts used to cash collateralize the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) aggregate undrawn amount of Letters of Credit pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as among themselvesthey occur. The order If any amount remains on deposit as cash collateral after all Letters of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time Credit have either been fully drawn or expired, such remaining amount shall be applied to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrowerother Liabilities, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, andif any, in the case of clause (iii), with the prior written consent of the Arrangerorder set forth above.

Application of Payments. The Administrative Agent shall, unless otherwise specified at (a) Upon either (i) the direction occurrence of a Cash Dominion Event or (ii) the occurrence of an Event of Default and acceleration of the Required Lenders which direction time for payment of the Obligations, all amounts received in the Concentration Account from any source, including the Blocked Account Banks, and other amounts received by the Administrative Agent, including, without limitation, all payments by the Borrowers and any proceeds realized from any Loan Party or on account of any Collateral shall be consistent with applied, on the last two sentences day of this Section 12.3receipt, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (i) : first, to pay interest on fees and expense reimbursements and indemnification then principal of any portion of the Loans which due and payable to the Administrative Agent, the Issuing Banks, the Acceptance Lenders and the Collateral Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) other than those relating solely to Bank Products and Cash Management Services); second, to pay interest then due and payable on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) Credit Extensions; third, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (iv) repay outstanding Swingline Loans; fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders repay other outstanding Revolving Loans that are Prime Rate Loans and the issuer(s) of all outstanding reimbursement obligations under Letters of Credit; (v) Credit and Acceptances; fifth, to pay interest repay outstanding Revolving Loans that are LIBO Loans and all Breakage Costs due in respect of Swing Line Loans; (visuch repayment pursuant to Section 2.21(b) or, at the Lead Borrower’s option, to fund a cash collateral deposit to the Cash Collateral Account sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then-pending Interest Period therefor; sixth, if an Event of Default then exists and is continuing, to fund a cash collateral deposit in the Cash Collateral Account in an amount equal to 105% of all Letter of Credit Outstandings; seventh, to pay interest all Obligations then due arising out of any Cash Management Services provided by any Lender or its Affiliate, and, in respect the event that the Obligations have been accelerated, to provide collateral security to the extent required by Section 9.6 hereof, and eighth, to pay all other Obligations that are then outstanding and then due and payable, including without limitation, all Obligations arising out of Loansany Bank Products provided by any Lender or its Affiliate and, in the event that the Obligations have been accelerated, to provide collateral security to the extent required by Section 9.6 hereof. If all amounts set forth in clauses first through and including eighth above are paid, any excess amounts shall be deposited in a separate cash collateral account, and shall promptly be released to the Borrowers upon the request of the Lead Borrower. (viib) seventh, to All credits against the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding Obligations shall be effective on the Term Loans; (ix) ninthday of receipt thereof, and shall be conditioned upon final payment to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, of the items giving rise to such credits. If any item credited to the ratable payment Loan Account is dishonored or prepayment of Hedging Obligations under Hedging Agreements in returned unpaid for any reason, whether or not such order as return is rightful or timely, the Administrative Agent may determine in its sole discretion; (xi) eleventh, shall have the right to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, reverse such credit and charge the amount of such item to the ratable payment of all other Obligations. Unless otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 Loan Account and the related provisions of this Agreement are set forth solely to determine the rights and priorities of Borrowers shall indemnify the Administrative Agent, the LendersCollateral Agent, the Swing Line Bank Issuing Banks, the Acceptance Lenders and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time Lenders against all claims and losses resulting from time to time be changed at the direction of the Lenders without necessity of notice to such dishonor or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arrangerreturn.

Application of Payments. The Subject to the provisions of Section 9.2, the Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iiiC) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, expense reimbursements or indemnities then due to the Administrative Agent; (ivD) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (vE) fifth, to pay interest due in respect of Swing Line LoansLoans and L/C Obligations; (viF) sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xiG) eleventhseventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xiiH) twelftheighth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid or prepaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank Lenders and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (ivD) through (xJ) of this Section 12.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (iA) through (iiiC) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Except as otherwise provided herein, so long as no Default or Event of Default has occurred and is continuing hereunder, each payment received from the Borrower shall be applied to such Obligation as the Borrower shall specify by notice to be received by the Administrative Agent shallon or before the date of such payment. In the absence of such notice and in any event during the continuance of any Default or Event of Default, unless otherwise specified at (i) payments received from the direction Borrower (not constituting proceeds of Collateral) shall be applied, first, to payment of the Obligations, other than the Rate Hedging Obligations, in such order of application as the Required Lenders which direction shall determine in their sole discretion, provided, however, that the application of payments to any Facility shall be consistent distributed ratably to all Lenders in such Facility, and second, ratably, to payment of the Rate Hedging Obligations, and (ii) proceeds of Collateral, after payment of costs of collection thereof, shall be applied, first, ratably, to payment of the Revolving Term Loan T01 Facility, the Revolving Term Loan T06 Facility and the Revolving Letter of Credit Facility, and applied to principal and interest due thereunder in accordance with the last two sentences of this Section 12.3Intercreditor Agreement, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (i) firstsecond, to pay interest any remaining Obligations, in such order of application as the Required Lenders shall determine in their sole discretion. Any such amounts so received on and then principal account of any portion outstanding Letters of Credit issued under a Facility will be used to fund a cash collateral account equal to the Loans which Letter of Credit Exposure, to be held by the Administrative Agent may have advanced on behalf (or its designee), without interest, as a pledged account and promptly applied to reimbursement of drafts submitted under such Letters of Credit. Concurrently with each remittance to any Lender of its appropriate share of any Lender for such payment (based upon such Lender’s Percentage of the Facility to which such payment relates), the Administrative Agent has not then been reimbursed by shall advise such Lender or the Borrower; (ii) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) third, as to the ratable payment application of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (v) fifth, to pay interest due in respect of Swing Line Loans; (vi) sixth, to pay interest due in respect of Loanssuch payment. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Subject to the provisions of Section 9.2, the Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Revolving Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the BorrowerBorrowers; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower Borrowers or reimbursed by the Lenders; (iiiC) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, expense reimbursements or indemnities then due to the Administrative Agent; (ivD) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (vE) fifth, to pay interest due in respect of Swing Line LoansRevolving Loans and L/C Obligations; (viF) sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Revolving Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xiG) eleventhseventh, to provide required cash collateral, if required pursuant to Section 3.11 3.11; and (xiiH) twelftheighth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrowers, all principal payments in respect of Revolving Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Revolving Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid or prepaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank Lenders and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (ivD) through (xJ) of this Section 12.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the BorrowerBorrowers, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (iA) through (iiiC) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Except as otherwise provided below with respect to Defaulting Lenders, aggregate principal and interest payments, payments for Indemnified Liabilities and/or foreclosure or sale of the collateral, and net operating income from the collateral during any period it is owned by Administrative Agent on behalf of the Lenders (“Payments”) shall be apportioned pro rata among Lenders and payments of any fees (other than fees designated for Administrative Agent’s separate account) shall, unless otherwise specified at as applicable, be apportioned pro rata among Lenders. Notwithstanding anything to the direction of the Required contrary in this Agreement, all Payments due and payable to Defaulting Lenders which direction shall be consistent with due and payable to and be apportioned pro rata among Administrative Agent and Electing Lenders. Such apportionment shall be in the last two sentences proportion that the Defaulting Lender Payment Amounts paid by them bears to the total Defaulting Lender Payment Amounts of this Section 12.3such Defaulting Lender. Such apportionment shall be made until the Administrative Agent and Lenders have been paid in full for the Defaulting Lender Payment Amounts. All pro rata Payments shall be remitted to Administrative Agent and all such payments not constituting payment of specific fees, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (i) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed Loan collateral received by such Lender or the Borrower; (ii) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (v) fifth, to pay interest due in respect of Swing Line Loans; (vi) sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loanspay any fees, indemnities, costs, expenses (including those in Section 5.7) and reimbursements then due to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior Administrative Agent from Borrower; second, to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 pay any fees, costs, expenses and the related provisions of this Agreement are set forth solely reimbursements then due to determine the rights Lenders from Borrower; third, to pay pro rata interest and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments late charges due in respect of Swing Line the Indebtedness and Administrative Agent Advances; fourth, to pay or prepay pro rata principal of and to secure any Administrative Agent Advances; fifth, to pay any Loans may be changed only with outstanding; sixth, to pay any indebtedness of Borrower under Swap Transactions; and last, to Borrower, if required by law, or Lenders in Pro Rata Share percentages equal to their percentages at the prior written consent termination of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the ArrangerAggregate Commitments.

Application of Payments. The Subject to the provisions of Section 9.2, the Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.313.3, apply all payments and prepayments 129 in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the applicable Borrower; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 11.3 for which the Administrative Agent has not then been paid by the applicable Borrower or reimbursed by the Lenders; (iiiC) third, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent, each Lead Arranger and each Arranger; (ivD) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (vE) fifth, to pay interest due in respect of Swing Line LoansLoans and L/C Obligations; (viF) sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xiG) eleventhseventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xiiH) twelftheighth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementCompany, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Eurocurrency Rate Loans with those Eurodollar Eurocurrency Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 13.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the LendersLead Arrangers, the Swing Line Bank Arrangers, the Lenders and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (ivD) through (xH) of this Section 12.3 13.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, Company or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (iA) through (iiiC) of this Section 12.3 13.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iiiC), with the prior written consent of the ArrangerLead Arrangers and the Arrangers affected thereby.

Application of Payments. The Administrative So long as a Default shall have occurred and be continuing, or if the Borrower shall otherwise fail to direct the application of payments hereunder, the Agent shall, unless otherwise specified at the direction of the Required Lenders Lenders, which direction shall be consistent with the last two sentences sentence of this Section 12.311.3, apply all payments and prepayments (other than prepayments pursuant to Section 2.7.1) in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 9.13 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iiiC) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (ivD) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of CreditIssuing Lender; (vE) fifth, to pay interest due in respect of Swing Line Loansthe Loans and Reimbursement Obligations; (viF) sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans Reimbursement Obligations and Term Loans) and Reimbursement Rate Management Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 ; and (xiiG) twelfthseventh, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to the outstanding Revolving Loans, and second, to the outstanding Term Loans, in each case, first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Eurocurrency Rate Loans with those Eurodollar Eurocurrency Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 11.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank Lenders and the issuer(s) other Holders of Letters of Credit Secured Obligations as among themselves. The order of priority set forth in clauses (ivD) through (xG) of this Section 12.3 11.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the . The order of priority set forth in clauses (A) through (C) of payments in respect of Swing Line Loans this Section 11.3 may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Subject to the provisions of SECTION 9.2, the Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.3SECTION 12.3 (it being agreed and understood that so long as no Default shall have occurred and is continuing any modification of the application of payments shall be made only with the consent of the Borrower), apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iiB) second, to pay interest on and then principal of any advance made under Section SECTION 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iiiC) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (ivD) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (vE) fifth, to pay interest due in respect of Swing Line Loans; (viF) sixth, to pay interest due in respect of Loans (other than Swing Line Loans.) and L/C Obligations; (viiG) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viiiH) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determineObligations; (xI) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventhninth, to provide required cash collateral, if required pursuant to Section 3.11 andSECTION 3.11; 115 (xiiJ) twelfthtenth, to the ratable payment of all other Obligations; and (K) eleventh, to the Hedging Obligations under Hedging Agreements. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied firstFIRST, to the outstanding Revolving Loans, and SECOND, to the outstanding Term Loans, in each case, FIRST, to repay outstanding Floating Rate Loans, and then THEN to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section SECTION 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit and other Holders of Secured Obligations as among themselves. The order of priority set forth in clauses CLAUSES (ivD) through (xK) of this Section SECTION 12.3 may at any time and from time to time be changed at the direction of by the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; providedPROVIDED, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses CLAUSES (iA) through (iiiC) of this Section SECTION 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The (a) Any payment of any Loan made pursuant to Sections 2.6, 2.7, or 2.9 shall be applied as follows: first, to pay all unpaid expenses, fees and actual, incurred indemnities of Administrative Agent shalldue hereunder to the full extent thereof; second, unless otherwise specified ratably to pay all unpaid expenses, fees and actual, incurred indemnities due hereunder to the full extent thereof; third, ratably to pay any accrued unpaid cash interest on the Revolving Loans (including interest at the direction Default Rate, if any) until paid in full; fourth, ratably to pay the Revolving Loans then outstanding in full; seventhfifth, ratably to pay any other Obligations then due and payable; and eighthsixth, to the Borrower. (b) If an Event of Default shall have occurred and not otherwise been waived, subject to the Required Lenders which direction shall be consistent with terms of each Intercreditor Agreement and the last two sentences of this Section 12.3Guarantee and Collateral Agreement, apply all payments and prepayments or proceeds received by Administrative Agent hereunder in respect of any Obligations and all proceeds of the Collateral in the following order: (i) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (v) fifth, to pay interest due in respect of Swing Line Loans; (vi) sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loanspay any costs and expenses then due Administrative Agent in connection with the foreclosure or realization upon, the disposal, storage, maintenance or otherwise dealing with any of, the Collateral or otherwise, and indemnities and other amounts then due to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior Administrative Agent under the Loan Documents until paid in full, second, to those which have later expiring Interest Periods. The order of priority set forth pay any costs, expenses, indemnities or fees then due to Administrative Agent under the Loan Documents until paid in this Section 12.3 and the related provisions of this Agreement are set forth solely full, third, ratably to determine the rights and priorities of the Administrative Agentpay any expenses, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at fees or indemnities then due to any time and from time to time be changed at the direction of the Lenders without necessity under the Loan Documents, until paid in full, fourth, ratably to the payment of notice any accrued interest on the Revolving Loans (including interest at the Default Rate, if any) until paid in full, fifth, ratably to or consent pay the principal amount of or approval by the Borrowerall Revolving Loans until paid in full, or and sixth, ratably to pay any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the ArrangerObligations then due and payable.

Application of Payments. The Notwithstanding anything herein to the contrary, following the exercise of remedies provided for in Section 7.01 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 7.01), all payments received on account of the Obligations shall, subject to Section 2.22 and Section 2.23, be applied by the Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following orderas follows: (i) first, to pay interest on and then principal payment of any that portion of the Loans which Obligations constituting fees, indemnities, expenses and other amounts (including fees and disbursements and other charges of counsel payable under Section 9.03 and amounts payable under the Administrative Fee Letters) payable to each Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrowerin its capacity as such; (ii) second, to pay payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, reimbursement obligations in respect of L/C Disbursements, interest on and then principal Letter of any advance made Credit fees) payable to the Lenders and the Issuing Banks (including fees and disbursements and other charges of counsel payable under Section 10.3 for which 9.03) arising under the Administrative Agent has not then been paid by Loan Documents, ratably among them in proportion to the Borrower or reimbursed by the Lendersrespective amounts described in this clause (ii) payable to them; (iii) third, to the ratable extent that Swingline Loans have not been refinanced by a Revolving Loan, payment to the Swingline Lender of that portion of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to constituting accrued and unpaid interest on the Administrative AgentSwingline Loans; (iv) fourth, to pay Obligations in respect of any feesthe extent that Swingline Loans have not been refinanced by a Revolving Loan, expenses, reimbursements or indemnities then due to payment to the Lenders and Swingline Lender of that portion of the issuer(s) Obligations constituting unpaid principal of Letters of Creditthe Swingline Loans; (v) fifth, to pay payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees and charges and interest due on the Revolving Loans and unreimbursed L/C Disbursements, ratably among the Lenders and the Issuing Banks in respect of Swing Line Loansproportion to the respective amounts described in this clause (v) payable to them; (vi) sixth, (A) to pay interest due payment of that portion of the Obligations constituting unpaid principal of the Revolving Loans, unreimbursed L/C Disbursements, Secured Hedge Agreements and Bank Products Obligations, 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 Borrowers pursuant to Section 2.05 or Section 2.23, ratably among the Lenders and the Issuing Banks in respect proportion to the respective amounts described in this clause (vi) 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 Loans.the applicable Issuing Banks to Cash Collateralize such L/C Obligations, (y) subject to Section 2.05(c) or Section 2.23, amounts used to Cash Collateralize the aggregate amount of Letters of Credit pursuant to this clause (vi) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of Cash Collateral shall be distributed in accordance with this clause (vi), ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (vi) payable to them; (vii) seventh, to the ratable payment or prepayment in full of principal outstanding on Swing Line Loans;all other Obligations, in each case ratably among the Administrative Agent, the Issuing Banks and the Lenders 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 (viii) eighthfinally, the balance, if any, after all Obligations have been paid in full (other than contingent indemnity obligations for which no claim has been made), to the ratable Borrowers 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 or cancelled (without any pending drawings), such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (b) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its pro rata share of amounts available to be applied pursuant thereto for such category. Each Loan Party irrevocably waives the right to direct the application of any and all payments at any time or prepayment times thereafter received by the Administrative Agent from or on behalf of principal outstanding any Loan Party, and, as between each Loan Party on the Term Loans; (ix) ninthone hand and the Administrative Agent and the other Secured Parties on the other, the Administrative Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received against the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order manner as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required deem advisable notwithstanding any previous application by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative All amounts paid to or received by Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences of this Section 12.3, apply all payments and prepayments in respect of monetary Obligations, from whatever source (whether from any Obligations and all proceeds Borrower or any other Loan Party Obligor pursuant to such other Loan Party Obligor's guaranty of the Obligations, any realization upon any Collateral or otherwise) shall be applied by Agent to the Obligations in the following ordersuch order as Agent may elect, and absent such election shall be applied as follows: (i) firstFIRST, to pay interest on reimburse Agent for all out-of-pocket costs and then principal of expenses, and all indemnified losses, incurred by Agent which are reimbursable to Agent in accordance with this Agreement or any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrowerother Loan Documents; (ii) secondSECOND, to pay any accrued but unpaid interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the LendersProtective Advances; (iii) thirdTHIRD, to the ratable payment of the Obligations in respect outstanding principal of any fees, expenses, reimbursements or indemnities then due to the Administrative AgentProtective Advances; (iv) fourthFOURTH, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due accrued but unpaid fees owing to the Agent and Lenders and the issuer(s) of Letters of Creditunder this Agreement and/or any other Loan Documents; (v) fifthFIFTH, to pay any unpaid accrued interest due in respect of Swing Line Loanson the Obligations; (vi) sixthSIXTH, to pay interest due in respect the outstanding principal of the Loans.; and (vii) seventhSEVENTH, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of any other outstanding Obligations; and after payment in full in cash of all other of the outstanding monetary Obligations. Unless otherwise required , any further amounts paid to or received by the terms of this Agreement, all principal payments Agent in respect of Loans the Obligations (other than Swing Line Loansso long as no monetary Obligations are outstanding) shall be applied firstpaid over to Borrowers or such other Person(s) as may be legally entitled thereto. For purposes of determining the Borrowing Base, such amounts will be credited to repay outstanding Floating Rate Loans, the Loan Account and then the Collateral balances to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order they relate upon Agent's receipt of priority an advice from Agent's Bank (set forth in this Section 12.3 and the related provisions 5 of this Agreement are set forth solely Annex I) that such items have been credited to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line 's account at Agent's Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may or upon Agent's deposit thereof at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, 's Bank in the case of clause (iiipayments received by Agent in kind), with in each case subject to final payment and collection. However, for purposes of computing interest on the prior written consent Obligations, such items shall be deemed applied by Agent three Business Days after Agent 's receipt of the Arrangeradvice of deposit thereof at Agent's Bank.

Application of Payments. The Administrative So long as a Default shall have occurred and be continuing, or if the Borrower shall otherwise fail to direct the application of payments hereunder, the Agent shall, unless otherwise specified at the direction of the Required Lenders Lenders, which direction shall be consistent with the last two sentences sentence of this Section 12.311.3, apply all payments and prepayments (other than prepayments pursuant to Section 2.8(A)) in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 9.13 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iiiC) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (ivD) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of CreditIssuing Lender; (vE) fifth, to pay interest due in respect of Swing Line Loans; (viF) sixth, to pay interest due in respect of Loans (other than Swing Line Loans.) and Reimbursement Obligations; (viiG) seventh, to the ratable payment or prepayment of principal outstanding on the Swing Line Loans; (viiiH) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans Reimbursement Obligations and Term Loans) and Reimbursement Rate Management Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 ; and (xiiI) twelfthninth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Eurocurrency Rate Loans with those Eurodollar Eurocurrency Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 11.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank Lenders and the issuer(s) other Holders of Letters of Credit Secured Obligations as among themselves. The order of priority set forth in clauses (ivD) through (xI) of this Section 12.3 11.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; , provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line BankLender. The order of priority set forth in clauses (iA) through (iiiC) of this Section 12.3 11.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Subject to the provisions of SECTION 9.2, the Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section SECTION 12.3, apply all payments and prepayments in respect of any Obligations received after the occurrence and all proceeds during the continuance of the Collateral a Default or Unmatured Default in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iiB) second, to pay interest on and then principal of any advance made under Section SECTION 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iiiC) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (ivD) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (vE) fifth, to pay interest due in respect of Swing Line Loans; (viF) sixth, to pay interest due in respect of Loans (other than Swing Line Loans.) and L/C Obligations; (viiG) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viiiH) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and ), Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of and Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; ; (xiI) eleventhninth, to provide required cash collateral, if required pursuant to Section SECTION 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Agent shallPrior to an Event of Default, unless otherwise specified at the direction of the Required Lenders which direction all payments made hereunder shall be consistent with the last two sentences of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (i) first, to pay interest on and then principal of any portion of the Loans which applied by the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed as directed by such Lender or the Borrower; (ii) second, but subject to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (v) fifth, to pay interest due in respect of Swing Line Loans; (vi) sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required by the terms of this Agreement, including the application of prepayments according to Section 2.5 and Section 2.12. During the existence of an Event of Default, all principal payments in respect of Loans (other than Swing Line Loans) and collections received by the Administrative Agent shall be applied first, to repay outstanding Floating Rate Loans, the Secured Obligations in accordance with Section 2.12 and then otherwise in such manner as determined by the Administrative Agent or as directed by the Majority Lenders. In the event that the Obligations have been accelerated pursuant to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority Section 7.2 or Section 7.3 or the Administrative Agent or any Lender has exercised any remedy set forth in this Section 12.3 Agreement or any other Credit Document, all payments received on account of the Secured Obligations and all net proceeds from the enforcement of the Secured Obligations shall be applied by the Administrative Agent as follows: First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Lender in its capacity as such and the related provisions of this Agreement are set forth solely to determine the rights and priorities of Swing Line Lender in its capacity as such, ratably among the Administrative Agent, the Lenders, the Issuing Lender and Swing Line Bank Lender in proportion to the respective amounts described in this clause First payable to them; Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the issuer(s) Lenders under the Credit Documents, including attorney fees, ratably among the Lenders 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 interest on the Advances and Letter of Credit Obligations, 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 Secured Obligations constituting unpaid principal of the Advances, Letter of Credit Obligations and payment obligations constituting Secured Obligations (other than Obligations), ratably among the Secured Parties in proportion to the respective amounts described in this clause Fourth payable to them; Fifth, to the Administrative Agent for the account of the Issuing Lender, to cash collateralize any Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time then outstanding; and from time to time be changed at Last, the direction balance, if any, after all of the Lenders without necessity of notice Secured Obligations have been indefeasibly paid in full, to the Borrower or consent of or approval as otherwise required by Legal Requirements. Notwithstanding the foregoing, (a) payments and collections received by the BorrowerAdministrative Agent from any Credit Party that is not a Qualified ECP Guarantor (and any proceeds received in respect of such Credit Party’s Collateral (as defined in the Security Agreement)) shall not be applied to Excluded Swap Obligations with respect to any Credit Party, or any other Person; provided, however, that the order of priority of Administrative Agent shall make such adjustments as it determines are appropriate with respect to payments and collections received from the other Credit Parties (or proceeds received in respect of Swing Line Loans such other Credit Parties’ Collateral) to preserve, as nearly as possible, the allocation to Secured Obligations otherwise set forth above in this Section 7.6 (assuming that, solely for purposes of such adjustments, Secured Obligations includes Excluded Swap Obligations), and (b) Banking Services Obligations, Secured Swap Obligations, and Bilateral Obligations may be changed only excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the prior written consent of Administrative Agent may request, from the Swing Line Bankapplicable Secured Party as the case may be. The order of priority set forth in clauses (i) through (iii) of Each Secured Party not a party to this Section 12.3 may Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be changed only with deemed to have acknowledged and accepted the prior written consent appointment of the Administrative Agent, and, in Agent pursuant to the case terms of clause (iii), with the prior written consent of the ArrangerArticle 8 for itself and its Affiliates as if a “Lender” party hereto.

Application of Payments. The Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences of this Section 12.313.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (i) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) second, to pay interest on and then principal of any advance made under Section 10.3 11.3 for which the Administrative Agent has not then been paid by the applicable Borrower or reimbursed by the Lenders; (iiiii) thirdsecond, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative AgentAgent or either Arranger; (iviii) fourththird, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (viv) fifth, to pay interest due in respect of Swing Line Loans; (vi) sixth, to pay interest due in respect of Loans. (vii) seventhfourth, to the ratable payment or prepayment of principal outstanding on Swing Line LoansReimbursement Obligations; (viiiv) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventhfifth, to provide required cash collateral, if required pursuant to Section 3.11 collateral for all other L/C Obligations; and (xiivi) twelfthsixth, to the ratable payment of all other Obligations. Unless otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 13.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank Lenders and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iviii) through (xvi) of this Section 12.3 13.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the any Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iiiii) of this Section 12.3 13.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iiiii), with the prior written consent of the each Arranger.

Application of Payments. The (a) As long as no Cash Dominion Event has occurred and is continuing, all amounts received by the Agents from any source shall be applied to the Obligations and the Other Liabilities as the Administrative Agent shalland the Lead Borrower may agree. Subject to the provisions of Section 2.23, unless otherwise specified at if a Cash Dominion Event has occurred and is continuing, as long as neither (i) an Event of Default has occurred and the direction time for payment of the Required Lenders which direction Obligations has been accelerated, nor (ii) a Default or an Event of Default has occurred under Sections 7.01(h), 7.01(i) or 7.01(q) hereof, all amounts received in the FRF Concentration Account from any source, including the Blocked Account Banks, shall be consistent with applied, on the last two sentences day of this Section 12.3receipt, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (i) : first, to pay interest on fees and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) second, to pay interest on expense reimbursements and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities indemnification then due and payable to the Administrative Agent; , FSI, the Issuing Bank, and the Collateral Agent (iv) fourth, to pay Obligations in respect of any other than fees, expenses, expense reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (v) fifth, indemnification payable in connection with Other Liabilities); second to pay interest due in respect of Swing Line and payable on Credit Extensions, third to repay outstanding Swingline Loans; (vi) sixth; fourth, to pay interest repay other outstanding Revolving Loans that are Prime Rate Loans and all outstanding reimbursement obligations under Letters of Credit; fifth, to repay outstanding Revolving Loans that are LIBO Loans and all Breakage Costs due in respect of Loans. (viisuch repayment pursuant to Section 2.21(b) or, at the Lead Borrower's option, to fund a cash collateral deposit to the Cash Collateral Account sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then-pending Interest Period therefor; sixth to fund a cash collateral deposit in the Cash Collateral Account in an amount equal to 103% of all Letter of Credit Outstandings; seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of pay all other Obligations. Unless otherwise required by the terms of this Agreement, Obligations and all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay Other Liabilities that are then outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periodsdue and payable. The order of priority If all amounts set forth in this Section 12.3 clauses first through and including seventh above are paid, any excess amounts shall promptly be released to the related provisions of this Agreement are set forth solely to determine the rights and priorities of Borrowers. Any other amounts received by the Administrative Agent, the LendersIssuing Bank, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the BorrowerCollateral Agent, or any other Person; provided, that Lender as contemplated by Section 2.23 shall also be applied in the order set forth above in this Section 2.24. (b) All credits against the Obligations shall be effective on the day of priority of payments in respect of Swing Line Loans may receipt thereof, and shall be changed only with conditioned upon final payment to the prior written consent Administrative Agent of the Swing Line Bankitems giving rise to such credits. The order If any item deposited to the FRF Concentration Account and credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with such item to the prior written consent of Loan Account and the Borrowers shall indemnify the Administrative Agent, andthe Collateral Agent, in the case of clause (iii), with Issuing Bank and the prior written consent of the ArrangerLenders against all claims and losses resulting from such dishonor or return.

Application of Payments. The Subject to the provisions of Section 9.2, the Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the BorrowerBorrower and which is then past due; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iiiC) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, expense reimbursements or indemnities then due to the Administrative AgentAgent and which is then due; (ivD) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (vE) fifth, to pay interest due in respect of Swing Line LoansLoans and L/C Obligations; (viF) sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of and Hedging Obligations under Hedging Interest Rate Agreements owed to a Lender or an Affiliate thereof in such order as the Administrative Agent may determine in its sole discretion; (xiG) eleventhseventh, to provide required cash collateral, if required pursuant to Section 3.11 3.10 and (xiiH) twelftheighth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence and during the continuation of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (ivD) through (xH) of this Section 12.3 may at any time and from time to time be changed at by the direction of Required Lenders with the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may either case such consent or approval not to be changed only with the prior written consent of the Swing Line Bankunreasonably withheld. The order of priority set forth in clauses (iA) through (iiiC) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative If the Obligations have become due and payable in full or if at any time insufficient funds are received by and available to the Agent shallto fully pay all fees, unless otherwise specified at costs, expenses, principal, interest and other amounts due to the direction of Agent and the Required Lenders which direction under this Agreement and the other Loan Documents, such funds received by the Agent shall be consistent with the last two sentences of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: applied: (ia) first, to pay interest on the payment of fees, costs, disbursements, indemnities and then principal of any portion other expenses (including Attorney Costs of the Loans which Agent’s counsel) owing to the Administrative Agent may have advanced Agent, including without limitation, if applicable, amounts incurred in realizing on behalf of any Lender for which Collateral or otherwise enforcing the Administrative Agent has not then been reimbursed by such Lender or the Borrower; Loan Documents; (iib) second, to pay interest the payment of fees, costs, disbursements, indemnities, and other expenses owing to the Lenders (other than LC Fees, Revolving Loan Commitment Fee, Used Vehicle Floorplan Commitment Fee, Service Loaner Vehicle Floorplan Commitment Fee and New Vehicle Floorplan Commitment Fee), including without limitation, if applicable, amounts incurred in realizing on Collateral or otherwise enforcing the Loan Documents and then principal of any advance made under amounts owing pursuant to Article 7 and Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; 17.1; (iiic) third, to the ratable payment of LC Fees, Revolving Loan Commitment Fees, New Vehicle Floorplan Commitment Fee, Used Vehicle Floorplan Commitment Fee and Service Loaner Vehicle Floorplan Commitment Fee; (d) fourth to the Obligations in respect payment of accrued interest on all of the Loans and other Obligations, (e) fifth to the payment to Swing Line Lender of any fees, expenses, reimbursements or indemnities then due to principal amount of the Administrative Agent; (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (v) fifth, to pay interest due in respect of New Vehicle Swing Line Loans; Loans in excess of the New Vehicle Swing Line Commitment; (vif) sixth, to pay interest due in respect the payment of the remaining principal owing to all of the Lenders on all of the Loans. , LC Obligations, and other Obligations, allocated to the Lenders based upon their Pro Rata Shares; (viig) seventh, to fully cash collateralize the ratable payment or prepayment of principal LC Obligations and any outstanding on Swing Line Loans; Payment Commitments; (viiih) eighth, ratably to the ratable payment or prepayment of principal outstanding on the Term Loans; Permitted Swap Obligations and obligations under Cash Management Services, ratably among the Lenders in proportion to the respective amounts described in this clause (ixh) held by them; and (i) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenthbalance, if any, to the ratable payment Borrowers or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periodslaw. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.ARTICLE 15

Application of Payments. The Administrative Subject to the provisions of Section 9.2, the Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iiiC) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, expense reimbursements or indemnities then due to the Administrative Agent; (ivD) fourth, to pay the ratable payment of Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (vE) fifth, to pay interest due in respect of Swing Line Loans; (viF) sixth, to pay the ratable payment of interest due in respect of Loans (other than Swing Line Loans.) and L/C Obligations; (viiG) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viiiH) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and ), Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of and Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretionAgreements; (xiI) eleventhninth, to provide required cash collateral, if required pursuant to Section 3.11 and (xiiJ) twelfthtenth, to the ratable payment of all other Secured Obligations, including, without limitation, Cash Management Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) -108- 116 shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit and other Holders of Secured Obligations as among themselves. The order of priority set forth in clauses (ivD) through (xJ) of this Section 12.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (iA) through (iiiC) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Agent shallOn each day that Collections are received by any Person, unless otherwise specified at Imperial PFC shall (or shall cause such other Person to) on the direction Business Day of such receipt, transfer such amounts to the Required Lenders which direction shall be consistent with the last two sentences of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral Collection Account for distribution in the following orderorder of priority: (ia) first, to pay interest on the Servicer an amount equal to the accrued and unpaid Servicing Fees then principal of any portion of due and payable in accordance with the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the BorrowerServicing Agreement until paid in full; (iib) second, to pay interest on the Insurance Collateral Agent an amount equal to any fees, expense reimbursements, indemnities and other amounts then principal of any advance made under Section 10.3 for which due and payable to the Administrative Insurance Collateral Agent has not then been in accordance with the Collateral Agency Agreement until paid by the Borrower or reimbursed by the Lendersin full; (iiic) third, to pay any other third parties, including but not limited to the ratable payment Cash Management Bank, an amount equal to any accrued and unpaid fees and other amounts then due and payable to such Person in accordance with the applicable agreement between Imperial PFC and such Person then in effect until paid in full; (d) fourth, to pay Lexington in respect of any unreimbursed Advances made by Lexington (including any interest capitalized thereon) until paid in full; [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. (e) fifth, to pay Lexington the Obligations in respect of any fees, expenses, reimbursements or indemnities amounts then due other than with respect to the Administrative Agent;Outstanding Reimbursement Amount until paid in full; and (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (v) fifth, to pay interest due in respect of Swing Line Loans; (vif) sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order Lexington any remaining amount as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligationsthe Outstanding Reimbursement Amount until the Outstanding Reimbursement Amount has been paid in full. Unless otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) For purposes of this Section 12.3 may at 3.02, “paid in full” means payment in cash of all amounts owing under the Settlement Documents and the Transaction Documents according to the terms thereof, including loan fees, servicing fees, professional fees, interest (and specifically including interest accrued after the commencement of any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iiiInsolvency Proceeding), with default interest, interest on interest, and expense reimbursements, whether or not the prior written consent of the Arrangersame would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding.

Application of Payments. The Administrative All amounts paid to or received by Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences of this Section 12.3, apply all payments and prepayments in respect of monetary Obligations, from whatever source (whether from any Obligations and all proceeds Borrower or any other Loan Party pursuant to such other Loan Party's guaranty of the Obligations, any realization upon any Collateral or otherwise) shall be applied by Agent to the Obligations in the following ordersuch order as Agent may elect, and absent such election shall be applied as follows: (i) firstFIRST, to pay interest on reimburse Agent for all out-of-pocket costs and then principal of expenses, and all indemnified losses, incurred by Agent which are reimbursable to Agent in accordance with this Agreement or any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrowerother Loan Documents; (ii) secondSECOND, to pay any accrued but unpaid interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the LendersProtective Advances; (iii) thirdTHIRD, to the ratable payment of the Obligations in respect outstanding principal of any fees, expenses, reimbursements or indemnities then due to the Administrative AgentProtective Advances; (iv) fourthFOURTH, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due accrued but unpaid fees owing to the Agent and Lenders and the issuer(s) of Letters of Creditunder this Agreement and/or any other Loan Documents; (v) fifthFIFTH, to pay any unpaid accrued interest due in respect of Swing Line Loanson the Obligations; (vi) sixthSIXTH, to pay interest due in respect the outstanding principal of Loans.the Loans and, to the extent required by Agent, to cash-collateralize the Letter of Credit Balance; and (vii) seventhSEVENTH, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all any other outstanding Obligations. Unless otherwise required ; and after Payment in Full, any further amounts paid to or received by the terms of this Agreement, all principal payments Agent in respect of Loans the Obligations (other than Swing Line Loansso long as no monetary Obligations are outstanding) shall be applied firstpaid over to Borrowers or such other Person(s) as may be legally entitled thereto. For purposes of determining the Borrowing Base, such amounts will be credited to repay outstanding Floating Rate Loans, the Loan Account and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order reduce gross Accounts in the Borrowing Base Calculation upon Agent's receipt of priority an advice from Agent's 314050368.12 Bank (set forth in this Section 12.3 5 of Annex I) that such items have been credited to Agent's account at Agent's Bank (or upon Agent's deposit thereof at Agent's Bank in the case of payments received by Agent in kind), in each case subject to final payment and collection. However, for purposes of computing interest on the related provisions Obligations, such items shall be deemed applied by Agent three (3) Business Days after Agent's receipt of this Agreement are set forth solely to determine the rights and priorities advice of the Administrative deposit thereof at Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person's Bank; provided, that if such payment is received after 3:00 p.m. ET on any Business Day, such payment shall be deemed received on the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses following Business Day and deemed applied three (i3) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the ArrangerBusiness Days after such date.

Application of Payments. The Administrative (a) Each payment under this Agreement or any Note shall be applied (a) first, toward reasonable costs and expenses (including Attorney Costs and ----- amounts payable under Section 3) incurred by the Agent shalland each Lender, unless otherwise specified at (b) --------- second, toward repayment of interest and fees then due hereunder, ratably among ------ the direction parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, (c) third, if the aggregate outstanding ----- principal amount of the Required Lenders which direction shall be consistent with Loan of U.S. Bank exceeds $20,000,000, then toward repayment of principal of U.S. Bank's Loan until the last two sentences aggregate outstanding principal amount of U.S. Bank's Loan equals $20,000,000, and (d) fourth, toward ------ repayment of principal of the Loans, 60% of such payment to the principal of Bank of America's Loan and 40% of such payment to the principal of U.S. Bank's Loan. (b) Notwithstanding any other provisions of this Section 12.3Agreement to the contrary, apply after the occurrence and during the continuance of an Event of Default, all payments and prepayments amounts collected or received by the Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Loan Documents or in respect of any Obligations and all proceeds of the Collateral in the following ordershall be paid over or delivered as follows: (i) firstFIRST, to pay interest on the payment of all reasonable costs and then principal of any portion expenses (including Attorney Costs and amounts payable under Section 3) --------- incurred by the Agent in connection with enforcing the rights of the Loans which Lenders under the Administrative Loan Documents and any protective advances made by the Agent may have advanced on behalf with respect to the Collateral under or pursuant to the terms of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the BorrowerSecurity Documents; (ii) secondSECOND, to pay interest on and then principal payment of any advance made under Section 10.3 for which fees owed to the Administrative Agent has not then been paid by the Borrower or reimbursed by the LendersAgent; (iii) thirdTHIRD, to the ratable payment of all reasonable costs and expenses (including Attorney Costs and amounts payable under Section 3) --------- incurred by the Agent each of the Lenders in connection with enforcing its rights under the Loan Documents or otherwise with respect to the Obligations in respect of any fees, expenses, reimbursements or indemnities then due owing to the Administrative Agentsuch Lender; (iv) fourthFOURTH, to pay Obligations payment of interest and fees then due under this Agreement, ratably among the Lenders in respect accordance with the amounts of any fees, expenses, reimbursements or indemnities interest and fees then due to the Lenders and the issuer(s) of Letters of Crediteach Lender; (v) fifthFIFTH, if the aggregate outstanding principal amount of the Loan of U.S. Bank exceeds $20,000,000, to pay interest due in respect payment of Swing Line Loansprincipal of U.S. Bank's Loan until the aggregate outstanding principal amount of U.S. Bank's Loan equals $20,000,000; (vi) sixthSIXTH, ratably to pay interest due in respect payment of principal of the Loans., 60% of such amount to the principal of Bank of America's Loan and 40% of such amount to the principal of U.S. Bank's Loan; (vii) seventhSEVENTH, to the ratable payment or prepayment of principal outstanding on Swing Line Loansany amounts payable by any Loan Party under any Financial Transaction Contract; (viii) eighthEIGHTH, to all other Obligations and other obligations which shall have become due and payable under the ratable payment Loan Documents or prepayment of principal outstanding on the Term Loans;otherwise and not repaid pursuant to clauses "FIRST" through "SEVENTH" above; and (ix) ninthNINTH, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenthsurplus, if any, to whomever may be lawfully entitled to receive such surplus. In carrying out the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventhforegoing, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) amounts received shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid in the numerical order provided until exhausted prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and application to the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arrangernext succeeding category.

Application of Payments. The Administrative Subject to the provisions of Section 9.2, the Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iiiC) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (ivD) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (vE) fifth, to pay interest due in respect of Swing Line Loans; (viF) sixth, to pay interest due in respect of Loans (other than Swing Line Loans.) and L/C Obligations; (viiG) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viiiH) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and ), Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of and Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xiI) eleventhninth, to provide required cash collateral, if required pursuant to Section 3.11 and (xiiJ) twelfthtenth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Eurocurrency Rate Loans with those Eurodollar Eurocurrency Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (ivD) through (xJ) of this Section 12.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Subject to the provisions of Section 9.2, the Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iiiC) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (ivD) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (vE) fifth, to pay interest due in respect of Swing Line Loans; (viF) sixth, to pay interest due in respect of Loans (other than Swing Line Loans.) and L/C Obligations; (viiG) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viiiH) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and ), Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of and Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xiI) eleventhninth, to provide required cash collateral, if required pursuant to Section 3.11 and (xiiJ) twelfthtenth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Eurocurrency Rate Loans with those Eurodollar Eurocurrency Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (ivD) through (xJ) of this Section 12.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (iA) through (iiiC) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Subject to the provisions of SECTION 9.2, (i) prior to the occurrence of a Default, the Agent shall apply all payments and prepayments in respect of the Obligations in such order as shall be specified by the Borrower and (ii) after the occurrence of a Default, the Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section SECTION 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iiiC) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, expense reimbursements or indemnities then due to the Administrative Agent; (ivD) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of CreditIssuing Banks; (vE) fifth, to pay interest due in respect of Swing Line Loans; (viF) sixth, to pay interest due in respect of Loans (other than Swing Line Loans.) and L/C Obligations; (viiG) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viiiH) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xiI) eleventhninth, to provide required cash collateral, if required pursuant to Section 3.11 SECTION 3.10; and (xiiJ) twelfthtenth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied firstFIRST, to repay outstanding Floating Rate Loans, and then THEN to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in CLAUSE (II) of this Section SECTION 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank Bank, and the issuer(s) of Letters of Credit Issuing Banks as among themselves. The order of priority set forth in clauses CLAUSES (ivD) through (xJ) of this Section SECTION 12.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; providedPROVIDED, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses CLAUSES (iA) through (iiiC) of this Section SECTION 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Agent shall, unless otherwise specified at (a) Subject to the direction of the Required Lenders which direction shall be consistent with the last two sentences of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds terms of the Collateral Agency Agreement, as long as the Obligations have not been accelerated, all amounts received in the Concentration Account from any source, including the Blocked Account Banks, shall be applied, on the day immediately following receipt, in the following order: (i) : first, to pay interest due and payable on Credit Extensions and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) second, to pay interest on fees and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations in respect of any fees, expenses, expense reimbursements or indemnities and indemnification then due and payable to the Administrative Agent; (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (v) fifth, to pay interest due in respect of Swing Line Loans; (vi) sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the LendersArranger, the Swing Line Bank Issuing Bank, the Collateral Agent, and the issuer(sLenders (other than fees, expenses and indemnifications relating to Obligations described in clause (c) of the definition of Obligations); second to repay outstanding Swingline Loans; third, to repay other outstanding Revolving Loans that are Prime Rate Loans and all outstanding reimbursement obligations under Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time Credit; fourth, to repay outstanding Revolving Loans that are LIBO Loans and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments all Breakage Costs due in respect of Swing Line such repayment pursuant to SECTION 2.20(b) or, at the Borrower’s option (if no Event of Default has occurred and is then continuing), to fund a cash collateral deposit to the Cash Collateral Account sufficient to pay, and with direction to pay, all such outstanding LIBO Loans may be changed only with on the prior written consent last day of the Swing Line Bankthen-pending Interest Period therefor; fifth, if an Event of Default then exists, to fund a cash collateral deposit in the Cash Collateral Account in an amount equal to 103% of all Letter of Credit Outstandings; sixth, to pay all other Obligations that are then outstanding and then due and payable, including without limitation, all Obligations arising out of any cash management, depository, investment, letter of credit, Hedging Agreement, or other banking or financial services provided by Bank of America or Fleet. The order If all Obligations are paid, any excess amounts shall be deposited in a separate cash collateral account, and as long as no Event of priority set forth in clauses (i) through (iii) Default then exists, shall be released to the Borrower upon the request of this Section 12.3 may be changed only with the Borrower and utilized by the Borrower prior written consent of to any further Revolving Loans being made. Any other amounts received by the Administrative Agent, andthe Issuing Bank, the Collateral Agent, or any Lender as contemplated by SECTION 2.22 shall also be applied in the case of clause order set forth above in this SECTION 2.23. (iii), with b) All credits against the prior written consent Obligations shall be conditioned upon final payment to the Administrative Agent of the Arrangeritems giving rise to such credits and shall be subject to one (1) Business Day’s clearance and collection. If any item deposited to the Concentration Account and credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrower shall indemnify the Administrative Agent, the Collateral Agent, the Issuing Bank and the Lenders against all claims and losses resulting from such dishonor or return.

Application of Payments. The Administrative If the Obligations have become due and payable in full or if at any time insufficient funds are received by and available to the Agent shallto fully pay all fees, unless otherwise specified at costs, expenses, principal, interest and other amounts due to the direction of Agent and the Required Lenders which direction under this Agreement and the other Loan Documents, such funds received by the Agent shall be consistent with the last two sentences of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: applied: (ia) first, to pay interest on the payment of fees, costs, disbursements, indemnities and then principal of any portion other expenses (including Attorney Costs of the Loans which Agent’s counsel) owing to the Administrative Agent may have advanced Agent, including without limitation, if applicable, amounts incurred in realizing on behalf of any Lender for which Collateral or otherwise enforcing the Administrative Agent has not then been reimbursed by such Lender or the Borrower; Loan Documents; (iib) second, to pay interest the payment of fees, costs, disbursements, indemnities, and other expenses owing to the Lenders (other than LC Fees, Revolving Loan Commitment Fee, Used Vehicle Floorplan Commitment Fee, Service Loaner Vehicle Floorplan Commitment Fee and New Vehicle Floorplan Commitment Fee), including without limitation, if applicable, amounts incurred in realizing on 162 115525625.4 0063724-00082 Collateral or otherwise enforcing the Loan Documents and then principal of any advance made under amounts owing pursuant to Article 7 and Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; 17.1; (iiic) third, to the ratable payment of LC Fees, Revolving Loan Commitment Fees, New Vehicle Floorplan Commitment Fee, Used Vehicle Floorplan Commitment Fee and Service Loaner Vehicle Floorplan Commitment Fee; (d) fourth to the Obligations in respect payment of accrued interest on all of the Loans and other Obligations, (e) fifth to the payment to Swing Line Lender of any fees, expenses, reimbursements or indemnities then due to principal amount of the Administrative Agent; (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (v) fifth, to pay interest due in respect of New Vehicle Swing Line Loans; Loans in excess of the New Vehicle Swing Line Commitment; (vif) sixth, to pay interest due in respect the payment of the remaining principal owing to all of the Lenders on all of the Loans. , LC Obligations, and other Obligations, allocated to the Lenders based upon their Pro Rata Shares; (viig) seventh, to fully cash collateralize the ratable payment or prepayment of principal LC Obligations and any outstanding on Swing Line Loans; Payment Commitments; (viiih) eighth, to payment of the ratable payment or prepayment of principal outstanding on Permitted Swap Obligations, ratably among the Term Loans; Lenders in proportion to the respective amounts described in this clause (ixh) held by them; and (i) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenthbalance, if any, to the ratable payment Borrowers or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periodslaw. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.ARTICLE 15

Application of Payments. The Subject to the provisions of Section 9.02, the Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.312.03, apply all payments and prepayments in respect of any Obligations received after the occurrence and all proceeds during the continuance of the Collateral a Default or Unmatured Default in the following order: (ia) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender Xxxxxx or the Borrower; (iib) second, to pay interest on and then principal of any advance made under Section 10.3 10.03 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iiic) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (ivd) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (ve) fifth, to pay interest due in respect of Swing Line Loans; (vif) sixth, to pay interest due in respect of Loans (other than Swing Line Loans.) and L/C Obligations and any fees, premiums and scheduled periodic payments on any Banking Services Obligations and Hedging Obligations, ratably among the Secured Parties in proportion to the respective amounts described in this clause sixth held by them; (viig) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viiih) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans Loans), Reimbursement Obligations, and Term Loans) all other Banking Services Obligations and Reimbursement Obligations Hedging Obligations, ratably among the Secured Parties in such order as proportion to the Administrative Agent may determinerespective amounts described in this clause eighth held by them; (xi) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventhninth, to provide required cash collateral, if required pursuant to Section 3.11 3.11; and (xiij) twelfthtenth, to the ratable payment of all other Obligations, ratably based upon the respective aggregate amounts of all such Obligations owing to the Secured Parties on such date. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied to the outstanding Loans first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Term Benchmark Loans with those Eurodollar Rate Term Benchmark Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 12.03 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit Secured Parties as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative All amounts paid to or received by Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences of this Section 12.3, apply all payments and prepayments in respect of monetary Obligations, from whatever source (whether from any Obligations and all proceeds Borrower or any other Loan Party Obligor pursuant to such other Loan Party Obligor's guaranty of the Obligations, any realization upon any Collateral or otherwise) shall be applied by Agent to the Obligations in the following ordersuch order as Agent may elect, and absent such election shall be applied as follows: (i) firstFIRST, to pay interest on reimburse Agent for all out-of-pocket costs and then principal of expenses, and all indemnified losses, incurred by Agent which are reimbursable to Agent in accordance with this Agreement or any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrowerother Loan Documents; (ii) secondSECOND, to pay any accrued but unpaid interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the LendersProtective Advances; (iii) thirdTHIRD, to the ratable payment of the Obligations in respect outstanding principal of any fees, expenses, reimbursements or indemnities then due to the Administrative AgentProtective Advances; (iv) fourthFOURTH, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due accrued but unpaid fees owing to the Agent and Lenders and the issuer(s) of Letters of Creditunder this Agreement and/or any other Loan Documents; (v) fifthFIFTH, to pay any unpaid accrued interest due in respect of Swing Line Loanson the Obligations; (vi) sixthSIXTH, to pay interest due in respect the outstanding principal of the Loans.; and (vii) seventhSEVENTH, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of any other outstanding Obligations; and after payment in full in cash of all other of the outstanding monetary Obligations. Unless otherwise required , any further amounts paid to or received by the terms of this Agreement, all principal payments Agent in respect of Loans the Obligations (other than Swing Line Loansso long as no monetary Obligations are outstanding) shall be applied firstpaid over to Borrowers or such other Person(s) as may be legally entitled thereto. For purposes of determining the Borrowing Base, such amounts will be credited to repay outstanding Floating Rate Loans, the Loan Account and then the Collateral balances to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order they relate upon Agent's receipt of priority an advice from Agent's Bank (set forth in this Section 12.3 and the related provisions 5 of this Agreement are set forth solely Annex I) that such items have been credited to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line 's account at Agent's Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may or upon Agent's deposit thereof at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, 's Bank in the case of clause (iiipayments received by Agent in kind), with in each case subject to final payment and collection. However, for purposes of computing interest on the prior written consent Obligations, such items shall be deemed applied by Agent three (3) Business Days after Agent 's receipt of the Arrangeradvice of deposit thereof at Agent's Bank.

Application of Payments. The Administrative Agent shall, unless otherwise specified at Subject to the direction of the Required Lenders which direction shall be consistent with the last two sentences of proviso to this Section 12.36.2, apply all payments and prepayments amounts paid to or received by Agent in respect of monetary Obligations, from whatever source (whether from any Obligations and all proceeds Borrower or any other Loan Party pursuant to such other Loan Party’s guaranty of the Obligations, any realization upon any Collateral or otherwise) shall be applied by Agent to the Obligations in the following ordersuch order as Agent may elect, and absent such election shall be applied as follows: (i) firstFIRST, to pay interest on reimburse Agent for all out-of-pocket costs and then principal of expenses, and all indemnified losses, incurred by Agent which are reimbursable to Agent in accordance with this Agreement or any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrowerother Loan Documents; (ii) secondSECOND, to pay any accrued but unpaid interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the LendersProtective Advances; (iii) thirdTHIRD, to the ratable payment of the Obligations in respect outstanding principal of any fees, expenses, reimbursements or indemnities then due to the Administrative AgentProtective Advances; (iv) fourthFOURTH, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due accrued but unpaid fees owing to the Agent and Lenders and the issuer(s) of Letters of Creditunder this Agreement and/or any other Loan Documents; (v) fifthFIFTH, to pay any unpaid accrued interest due in respect of Swing Line Loanson the Obligations; (vi) sixthSIXTH, to pay interest due in respect the outstanding principal of the Swingline Loans.; (vii) seventhSEVENTH, to the ratable payment or prepayment outstanding principal of principal outstanding on Swing Line the Revolving Loans; (viii) eighthEIGHTH, to the ratable payment or prepayment outstanding principal of principal outstanding on the M&E Term Loans; (ix) ninthNINTH, to the ratable payment or prepayment outstanding principal of principal outstanding on Loans (other than Swing Line Loans and the Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine;Loan B; and (x) tenthTENTH, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all any other outstanding Obligations. Unless otherwise required ; and after Payment in Full, any further amounts paid to or received by the terms of this Agreement, all principal payments Agent in respect of Loans the Obligations (other than Swing Line Loansso long as no monetary Obligations are outstanding) shall be paid over to Borrowers or such other Person(s) as may be legally entitled thereto; provided, however, that (x) the proceeds of any Prepayment Event with respect to the Surplus Assets shall be applied in accordance with Section 2.6(a)(1) and (y) after the occurrence of any Event of Default and the acceleration of the Obligations, all proceeds realized on account of any Collateral consisting of the Basic Energy Assets shall, in each case, be applied first, in an amount equal to repay the Term B Loan Lender’s (in its capacity as such) Pro Rata Share of all outstanding Floating Rate Loansout-of-pocket costs and expenses, and then all indemnified losses, incurred by Agent which are reimbursable to repay outstanding Eurodollar Rate Loans Agent in accordance with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior this Agreement or any of the other Loan Documents, second, as provided in clause FIFTH above (limited to those which have later expiring Interest Periodsinterest payable to the Term Loan B Lenders), third, as provided in clause NINTH above, with the balance, if any, applied in the order set forth above in clauses FIRST through TENTH above. The order For purposes of priority determining the Borrowing Base, such amounts will be credited to the Loan Account and reduce gross Accounts in the Borrowing Base Calculation upon Agent’s receipt of an advice from Agent’s Bank (set forth in this Section 12.3 and the related provisions 5 of this Agreement are set forth solely Annex I) that such items have been credited to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line ’s account at Agent’s Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may or upon Agent’s deposit thereof at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, ’s Bank in the case of clause (iiipayments received by Agent in kind), with in each case subject to final payment and collection. However, for purposes of computing interest on the prior written consent Obligations, such items shall be deemed applied by Agent three Business Days after Agent’s receipt of the Arrangeradvice of deposit thereof at Agent’s Bank.

Application of Payments. The Administrative Agent shallSubject to clause (d) below, unless all funds transferred and credited to the Collection Account (or otherwise specified at the direction on account of the Required Lenders which direction payment of the Obligations) shall be consistent with applied to the last two sentences of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following orderas follows: (i) firstFirst, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed outstanding Protective Advances funded by such Lender or the Borrower; (ii) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (ivii) fourthSecond, to pay Obligations in respect of any fees, expenses, reimbursements or (excluding Bank Product Obligations) owing to the Administrative Agent constituting (a) indemnities and expenses then due and payable under this Agreement and the other Loan Documents and (b) the fees then due and payable under the Administrative Agent’s Fee Letter; (iii) Third, to pay Obligations (excluding Bank Product Obligations) owing to the the L/C Issuer, Swing Line Lender, the Revolving Credit Lenders and the issuer(sTerm Loan Lenders constituting indemnities and expenses then due and payable under this Agreement and the other Loan Documents; (iv) Fourth, to pay Obligations (excluding Bank Product Obligations) constituting interest and fees (including Letter of Letters of CreditCredit Fees and Unused Facility Fees) then due and payable to the L/C Issuer, Swing Line Lender, the Revolving Credit Lenders and the Term Loan Lenders by the Borrowers under this Agreement and the other Loan Documents ratably among them in proportion to the respective amounts described in this clause Fourth payable to them; (v) fifthFifth, to pay interest due in respect of repay principal on the Swing Line LoansLoans and Unreimbursed Amounts for drawn Letters of Credit, ratably among the holders thereof in proportion to the respective amounts described in this clause Fifth payable to them; (vi) sixthSixth, to pay interest due repay principal on the Revolving Credit Loans ratably among the holders thereof in respect of Loans.proportion to the respective amounts described in this clause Sixth payable to them (without any reduction in the Revolving Credit Commitments); and (vii) seventhSeventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, Domestic Borrowers’ operating account. All payments applied to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to this Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans2.07(c) shall be applied first, to repay outstanding Floating Rate Loans, and then the Loans owing to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only accordance with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arrangertheir respective Applicable Percentages.

Application of Payments. The Subject to the provisions of Section 9.02, the Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.312.03, apply all payments and prepayments in respect of any Obligations received after the occurrence and all proceeds during the continuance of the Collateral a Default or Unmatured Default in the following order: (ia) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iib) second, to pay interest on and then principal of any advance made under Section 10.3 10.03 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iiic) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (ivd) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (ve) fifth, to pay interest due in respect of Swing Line Loans; (vif) sixth, to pay interest due in respect of Loans (other than Swing Line Loans.) and L/C Obligations and any fees, premiums and scheduled periodic payments on any Banking Services Obligations and Hedging Obligations, ratably among the Secured Parties in proportion to the respective amounts described in this clause sixth held by them; (viig) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viiih) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans Loans), Reimbursement Obligations, and Term Loans) all other Banking Services Obligations and Reimbursement Obligations Hedging Obligations, ratably among the Secured Parties in such order as proportion to the Administrative Agent may determinerespective amounts described in this clause eighth held by them; (xi) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventhninth, to provide required cash collateral, if required pursuant to Section 3.11 3.11; and (xiij) twelfthtenth, to the ratable payment of all other Obligations, ratably based upon the respective aggregate amounts of all such Obligations owing to the Secured Parties on such date. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied to the outstanding Loans first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 12.03 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit Secured Parties as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative So long as a Default shall have occurred and be continuing, or if the Borrowers shall otherwise fail to direct the application of payments hereunder, the Agent shall, unless otherwise specified at the direction of the Required Lenders Lenders, which direction shall be consistent with the last two sentences of this Section 12.311.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the BorrowerBorrowers; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 9.12 for which the Administrative Agent has not then been paid by the Borrower Borrowers or reimbursed by the Lenders; (iiiC) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (ivD) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of CreditLC Issuer; (vE) fifth, to pay interest due in respect of Swing Line Loans; (viF) sixth, to pay interest due in respect of the Loans (other than Swing Line Loans.) and Reimbursement Obligations; (viiG) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viiiH) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans, Reimbursement Obligations and Rate Management Obligations owing to any Lender or any affiliate of any Lender; (ixI) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required collateral pursuant to Section 3.11 8.1; and (xiiJ) twelfthtenth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrowers, all principal payments in respect of Revolving Loans (other than Swing Line Loans) shall be applied first, first to repay outstanding Floating Rate Loans, Loans and then to repay outstanding Eurodollar Rate Loans Loans, with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 11.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank LC Issuer and the issuer(s) other Holders of Letters of Credit Secured Obligations as among themselves. The order of priority set forth in clauses (ivD) through (xJ) of this Section 12.3 11.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the BorrowerBorrowers, or any other Person; provided, provided that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line BankLender. The order of priority set forth in clauses (iA) through (iiiC) of this Section 12.3 11.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Agent shall(a) Subject to the provisions of SECTION 2.21, unless otherwise specified at prior to the direction exercise of remedies provided for in Sections 7.1 or 7.3 (or after the Required Lenders which direction Obligations have automatically become immediately due and payable and the Letter of Credit Outstandings have automatically been required to be Cash Collateralized as set forth in the proviso to Section 7.1), all amounts received in the Collection Account from any source, including the Concentration Accounts, shall be consistent with applied, on the last two sentences day of this Section 12.3receipt, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (i) : first, to pay interest due and payable on Credit Extensions and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) second, to pay interest on fees and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations in respect of any fees, expenses, expense reimbursements or indemnities and indemnification then due and payable to the Administrative Agent; (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (v) fifth, to pay interest due in respect of Swing Line Loans; (vi) sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the LendersArrangers, the Swing Line Bank Issuing Banks, the Collateral Agent, the Co-Borrowing Base Agents and the issuer(sLenders; second, to repay outstanding Swingline Loans; third, to repay other outstanding Revolving Loans that are Base Rate Loans and all outstanding reimbursement obligations under Letters of Credit; fourth, to repay outstanding Revolving Loans that are LIBOR Loans and all Breakage Costs due in respect of such repayment pursuant to SECTION 2.19(b) or, at the Borrowers’ option, to fund a cash collateral deposit to the Cash Collateral Account sufficient to pay, and with direction to pay, all such outstanding LIBOR Loans on the last day of the then pending Interest Period therefor; fifth, to pay outstanding FILO Loans that are Base Rate Loans, sixth, to pay outstanding FILO Loans that are LIBOR Loans and all Breakage Costs due in respect of such repayment pursuant to SECTION 2.19(b) or, at the Borrowers’ option, to fund a cash collateral deposit to the Cash Collateral Account sufficient to pay, and with direction to pay, all such outstanding LIBOR Loans on the last day of the then pending Interest Period therefor, seventh, to pay all amounts then due for Cash Management Services, eighth, to pay all amounts then due on account of Bank Products, and ninth, to pay all other Obligations that are then outstanding and then due and payable (it being understood that undrawn Letters of Credit as among themselvesshall not be required to be cash collateralized if no Event of Default has occurred and is continuing). The order of priority If all amounts set forth in clauses (iv) first through (x) of this Section 12.3 may at and including ninth above are paid, any time and from time to time excess amounts shall be changed at deposited in the direction operating account of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only Borrowers maintained with the prior written consent of the Swing Line BankAdministrative Agent. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of Any other amounts received by the Administrative Agent, andany Issuing Bank, the Collateral Agent, or any Lender as contemplated by SECTION 2.21 shall also be applied in the case order set forth above in this SECTION 2.22. (b) All credits against the Obligations shall be effective on the day of clause (iii)receipt thereof, with and shall be conditioned upon final payment to the prior written consent Administrative Agent of the Arrangeritems giving rise to such credits. If any item deposited to the Collection Account and credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrowers shall indemnify the Administrative Agent, the Collateral Agent, each Co-Borrowing Base Agent, each Issuing Bank and the Lenders against all claims and losses resulting from such dishonor or return.

Application of Payments. The Administrative Agent Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, unless otherwise specified at as applicable, be apportioned ratably among the direction Lenders, except for fees payable solely to the Agent or any LC Issuer and except as provided in the fee letter referenced in Section 10.13. Subject to the provisions of Section 2.2 governing the Required Lenders which direction application of mandatory prepayments, all payments shall be consistent with remitted to the last two sentences Agent and all such payments not relating to principal or interest of this Section 12.3specific Loans, apply all payments and prepayments in respect or not constituting payment of any Obligations specific fees, and all proceeds of any Collateral received by the Collateral in Agent following acceleration of the following order: (i) maturity of the Obligations pursuant to Section 8.1, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay interest on and any fees, indemnities, or expense reimbursements including amounts then principal of any portion of due to the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or from the Borrower; (ii) , second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower fees or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations in respect of any fees, expenses, expense reimbursements or indemnities then due to the Administrative Agent; (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and from the issuer(s) of Letters of Credit; (v) fifthBorrower, third, to pay interest due in respect of Swing Line the Revolving Loans; , including Non-Ratable Loans and Collateral Protection Advances, fourth, to pay or prepay ratably the principal amount of the Collateral Protection Advances, fifth, to pay or prepay ratably the principal amount of the Non-Ratable Loans and the Revolving Loans, unpaid Reimbursement Obligations in respect of Facility LCs, and an amount to the Agent equal to one hundred ten percent (vi110%) of the aggregate undrawn face amount of all outstanding Facility LCs to be held as cash collateral for such Obligations, sixth, to pay interest due in any amounts owing with respect of Loans. (vii) to Bank Products, and seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, any other Secured Obligation due to the ratable Agent or any Lender by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless a Default is in existence, neither the Agent nor any Lender shall apply any payment or prepayment of principal outstanding which it receives to any Eurodollar Loan, except (a) on the Term Loans; expiration date of the Interest Period applicable to any such Eurodollar Loan, or (ixb) ninthin the event, and only to the ratable payment or prepayment extent, that there are no outstanding Floating Rate Loans and, in any event, the Borrower shall pay the breakage losses with respect to Eurodollar Loans in accordance with Section 3.4. The Agent and the Required Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Secured Obligations. Unless otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line LoansNon-Ratable Loans and Collateral Protection Advances) shall be applied first, first to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Agent shall‌ (a) Pre-Default Allocation of Payments. At all times when Section 2.12(b) does not apply and except as otherwise expressly provided herein, unless otherwise specified at monies to be applied to the direction Obligations and the Pre-Petition Obligations, whether arising from payments by the Credit Parties, realization on Collateral, setoff or otherwise, shall be allocated as follows (subject, in all respects, to the Carve-Out and the other terms of the Required Lenders which direction shall be consistent with the last two sentences of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order:DIP Order): (i) firstFirst, to pay interest on and then principal payment of any that portion of the Loans which Obligations constituting fees, indemnities, expenses and other amounts (other than principal and interest, but including Attorney Costs) payable to the Administrative Agent may have advanced on behalf of Agents in their capacity as such pursuant to any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower;Credit Document, until Paid in Full;‌ (ii) secondSecond, to pay interest on payment of that portion of the Obligations constituting fees, indemnities and then other amounts (other than principal and interest) payable to the Lenders pursuant to any Credit Document (including Attorney Costs and fees and expenses of any advance made under Section 10.3 for which Lender Advisors payable hereunder), ratably among them in proportion to the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lendersamounts described in this clause (ii) payable to them, until Paid in Full; (iii) thirdThird, to the ratable payment of the Obligations pay interest and principal due in respect of any feesall Loans, expenses, reimbursements or indemnities then due to the Administrative Agentuntil Paid in Full; (iv) fourthFourth, to pay the payment of all other Obligations in respect of any fees, expenses, reimbursements or indemnities then the Credit Parties that are due and payable to the Lenders Agents and the issuer(sother Secured Parties (other than any Defaulting Lenders) on such date, ratably based upon the respective aggregate amounts of Letters of Creditall such Obligations owing to the Agents and the other Secured Parties (other than any Defaulting Lenders) on such date, until Paid in Full; (v) fifthFifth, ratably to pay interest any Obligations that are that are due and payable to Defaulting Lenders, until Paid in respect of Swing Line Loans;Full;‌ (vi) sixthSixth, subject to the terms of the DIP Order and any applicable intercreditor agreement, to pay interest due the Pre-Petition Agents for the payment of the Pre-Petition Obligations in respect of Loans.accordance with the Pre-Petition Credit Agreement until payment in full; and (vii) seventhLast, the balance, if any, to the ratable payment Company or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) law. Amounts shall be applied first, to repay outstanding Floating Rate Loans, each category of Obligations set forth above until Paid in Full thereof and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior the next category. If amounts are insufficient to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and satisfy a category, they shall be applied on a pro rata basis among the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, Obligations in the case of clause (iii), with the prior written consent of the Arrangercategory.

Application of Payments. The Subject to the provisions of Section 9.2, the Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the applicable Borrower;; 100 (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the applicable Borrower or reimbursed by the Lenders; (iiiC) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (ivD) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (vE) fifth, to pay interest due in respect of Swing Line Loans and Alternate Currency Loans; (viF) sixth, to pay interest due in respect of Loans (other than Swing Line Loans or Alternate Currency Loans.) and L/C Obligations; (viiG) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans and Alternate Currency Loans; (viiiH) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and ), Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of and Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xiI) eleventhninth, to provide required cash collateral, if required pursuant to Section 3.11 3.11; and (xiiJ) twelfthtenth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Eurocurrency Rate Loans with those Eurodollar Eurocurrency Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (ivD) through (xJ) of this Section 12.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line BankBank and in respect of Alternate Currency Loans may be changed only with the prior written consent of the Alternate Currency Banks. The order of priority set forth in clauses (iA) through (iiiC) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The If the Borrower, prior to the occurrence of a Default, has remitted a payment to the Administrative Agent or any Lender without indicating the Obligation to be reduced thereby, or at any time after the occurrence of a Default, subject to the provisions of Section 9.2, the Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (ivC) fourththird, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (vD) fifthfourth, to pay interest due in respect of Swing Line Loans; (viE) sixthfifth, to pay interest due in respect of Loans.Loans (other than Swing Line Loans and L/C Obligations); (viiF) seventhsixth, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viiiG) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninthseventh, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xiH) eleventheighth, to provide required cash collateral, if required pursuant to Section 3.11 3.11; and (xiiI) twelfthninth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Eurocurrency Rate Loans with those Eurodollar Eurocurrency Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The Upon written notice to the Borrower, the order of priority set forth in clauses (ivC) through (xI) of this Section 12.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (iA) through and (iiiB) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.3SECTION 11.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iiB) second, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Administrative Agent; (C) third, to pay interest on and then principal of any advance made under Section 10.3 for which outstanding on the Administrative Agent has not then been paid by the Borrower or reimbursed by the LendersSwing Loans, applied ratably to all outstanding Swing Loans; (iiiD) thirdfourth, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative AgentLenders, Swing Loan Lenders and LC Issuers; (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (vE) fifth, to pay interest due in respect of Loans (other than Swing Line Loans) and LC Obligations; (viF) sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xiG) eleventhseventh, to provide required cash collateral, if required any, pursuant to Section 3.11 SECTION 2.19; and (xiiH) twelftheighth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by Borrower or unless otherwise mandated by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied firstFIRST, to repay outstanding Money Market Rate Loans, SECOND to repay other outstanding Floating Rate Loans, and then THEN to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 SECTION 11.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank Loan Lenders and the issuer(s) of Letters of Credit LC Issuers as among themselves. The order of priority set forth in clauses CLAUSES (ivD) through (xH) of this Section 12.3 SECTION 11.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, Borrower or any other Person; provided, that . The order of priority set forth in CLAUSES (A) and (B) of this SECTION 11.3 may be changed only with the prior written consent of the Administrative Agent and the order of priority of payments set forth in respect of Swing Line Loans CLAUSE (C) may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the ArrangerLoan Lenders.

Application of Payments. The Administrative Agent shall(a) Subject to the provisions of Section 2.22, unless otherwise specified at all amounts received in the direction of Concentration Account from any source, including the Required Lenders which direction Blocked Account Banks, shall be consistent with applied, on the last two sentences of this Section 12.3day immediately following receipt, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (i) : first, to pay interest due and payable on Credit Extensions and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) second, to pay interest on fees and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations in respect of any fees, expenses, expense reimbursements or indemnities and indemnification then due and payable to the Administrative Agent; (iv) , BAS, the Issuing Bank, the Collateral Agent, and the Lenders; second to repay outstanding Swingline Loans; third, to repay other outstanding Loans that are Base Rate Loans and all outstanding reimbursement obligations under Letters of Credit; fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders repay outstanding Loans that are Eurodollar Loans and the issuer(s) of Letters of Credit; (v) fifth, to pay interest all Breakage Costs due in respect of Swing Line Loans; such repayment pursuant to Section 2.20(b) or, at the Borrowers’ option (vi) if no Event of Default has occurred and is then continuing), to fund a cash collateral deposit to the Cash Collateral Account sufficient to pay, and with direction to pay, all such outstanding Eurodollar Loans on the last day of the then-pending Interest Period therefor; fifth if any Event of Default has occurred and is continuing, to fund a cash collateral deposit in the Cash Collateral Account in an amount equal to 103% of all Letter of Credit Outstandings; sixth, to pay interest due all other Obligations that are then outstanding and payable. If all Obligations are paid, any excess amounts shall be deposited in respect a separate cash collateral account, and as long as no Event of Loans. (vii) seventhDefault then exists, shall be promptly released to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans Borrowers and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment of all other Obligations. Unless otherwise required shall be utilized by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid Borrowers prior to those which have later expiring Interest Periodsany further Loans being made. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of Any other amounts received by the Administrative Agent, the LendersIssuing Bank, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the BorrowerCollateral Agent, or any other Person; provided, that Lender as contemplated by Section 2.22 shall also be applied in the order of priority of payments set forth above in respect of Swing Line Loans may this Section 2.23. (b) All credits against the Obligations shall be changed only with conditioned upon final payment to the prior written consent Administrative Agent of the Swing Line Bankitems giving rise to such credits and shall be subject to one (1) Business Day’s clearance and collection. The order If any item deposited to the Concentration Account and credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with such item to the prior written consent of Loan Account and the Borrowers shall indemnify the Administrative Agent, andthe Collateral Agent, in the case of clause (iii), with Issuing Bank and the prior written consent of the ArrangerLenders against all claims and losses resulting from such dishonor or return.

Application of Payments. The Administrative After the occurrence and during the continuance of an Event of Default, the Loan Parties hereby irrevocably waive the right to direct the application of any and all payments in respect of the Obligations and any proceeds of Collateral, and agrees that the Agent shallmay, unless otherwise specified at and shall upon either (A) the written direction of the Required Majority Lenders which direction shall be consistent with or (B) the last two sentences acceleration of this the Obligations pursuant to Section 12.38.2, apply all payments and prepayments in respect of any Obligations and all other proceeds of the Collateral in the following order: (ia) first, to pay interest on and then principal of any portion of the Revolving Credit Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the BorrowerBorrowers; (iib) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the LendersSwing Loan; (iiic) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, expense reimbursements or indemnities then due to the Administrative Agent; (ivd) fourth, to pay Obligations in respect of any fees, expenses, expense reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of CreditIssuer; (ve) fifth, to pay interest due Obligations in respect of Swing Line Loansany fees then due to the Agent, the Lenders and the Issuers; (vif) sixth, to pay interest then due and payable in respect of Loans.the Loans and Reimbursement Obligations; (viig) seventh, to the ratable payment pay or prepayment of prepay principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding payments on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations and to provide cash collateral for outstanding Letter of Credit Undrawn Amounts in such order as the Administrative Agent may determine; (x) tenthmanner described in Section 8.4, ratably to the ratable payment or prepayment aggregate principal amount of Hedging such Loans, Reimbursement Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, and Letter of Credit Undrawn Amounts and Obligations owing with respect to provide required cash collateral, if required pursuant to Section 3.11 Currency Contracts and Commodity Hedge Contracts; and (xiih) twelftheighth, to the ratable payment of all other Obligations. Unless otherwise required by the terms of this Agreement; provided, however, that if sufficient funds are not available to fund all principal payments to be made in respect of Loans any of the Obligations described in any of the foregoing clauses first through eighth, the available funds being applied with respect to any such Obligation (other than Swing Line Loansunless otherwise specified in such clause) shall be applied firstallocated to the payment of such Obligations ratably, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and based on the related provisions of this Agreement are set forth solely to determine the rights and priorities proportion of the Administrative Agent’s, the Lenders, Issuer’s and each Lender’s interest in the Swing Line Bank and the issuer(s) of Letters of Credit as among themselvesaggregate outstanding Obligations described in such clauses. The order of priority set forth in clauses (iv) first through (x) eighth of this Section 12.3 8.5 (but not the order of any items within such clauses) may at any time and from time to time be changed at by the direction agreement of the Majority Lenders without necessity of notice to or consent of or approval by any Loan Party that is not a Lender or the BorrowerIssuer, or any other Person; provided, that . The order of priority set forth in clauses first through fifth of this Section 8.5 (but not the order of priority of payments in respect of Swing Line Loans any items within such clauses) may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth Agent in clauses (i) through (iii) of this Section 12.3 may be changed only with addition to the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the ArrangerMajority Lenders.

Application of Payments. The (a) So long as no Event of Default shall have occurred and be continuing, all amounts received in the Concentration Account from any source, including the Blocked Account Banks, and all other amounts received by the Administrative Agent shalland the Collateral Agent shall be applied in the following order: (i) First, unless otherwise specified to pay fees and expense reimbursements and indemnification then due and payable to the Agents, the Issuing Bank and the Lenders, and then (ii) Second, to pay interest due and payable on Credit Extensions, and then (iii) Third, at the direction option of the Required Administrative Agent, to repay outstanding Swingline Loans, and then (iv) Fourth, to repay other outstanding Revolving Loans that are Prime Rate Loans and all outstanding reimbursement obligations under Letters of Credit, and then (v) Fifth, to repay any outstanding Revolving Loans that are LIBO Loans and all Breakage Costs due in respect of such repayment pursuant to Section 2.19(b) or, at the Lead Borrower’s option (if no Event of Default has occurred and is then continuing), to fund a cash collateral deposit to the Cash Collateral Account sufficient to pay, and with direction to pay, all such outstanding LIBO Loans on the last day of the then-pending Interest Period therefor, and then (vi) Sixth, to pay all other Obligations owing to the Agents, the Issuing Bank and the Lenders which direction that are then outstanding and due and payable, and then (vii) Seventh, to pay all other Obligations that are then outstanding and due and payable. (b) If at any time all Obligations then due and payable are paid in full and all Letters of Credit Outstandings shall be consistent with fully cash collateralized, then so long as no Default or Event of Default shall have occurred and be continuing, any excess amounts shall be deposited in a separate cash collateral account and shall be released to the last two sentences Borrowers upon the request of the Lead Borrower and utilized by the Borrowers prior to any further Revolving Loans being made. Any other amounts received by any Secured Party as contemplated by Section 2.15, Section 2.18, Section 2.19, or Section 2.21 shall also be applied in the order set forth above in this Section 12.32.22. (c) After the occurrence and during the continuance of an Event of Default, the Administrative Agent shall apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral Collateral, subject to the provisions of this Agreement, in the following order: (i) firstFirst, to pay fees and expense reimbursements then due and payable to the Agents until paid in full, and then (ii) Second, to pay fees and expense reimbursements then due and payable to the Issuing Bank and the Lenders until paid in full, and then (iii) Third, ratably to pay interest accrued in respect of the Permitted Overadvances until paid in full, and then (iv) Fourth, to pay interest on and then principal of any portion accrued in respect of the Swingline Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower;until paid in full, and then (iiv) secondFifth, ratably to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations accrued in respect of any feesthe Revolving Loans until paid in full, expensesand then (vi) Sixth, reimbursements or indemnities then ratably to pay principal in respect of the Permitted Overadvances until paid in full, and then (vii) Seventh, ratably to pay principal due in respect of the Swingline Loans until paid in full, and then (viii) Eighth, to the Administrative Agent;, to be held by the Administrative Agent, for the ratable benefit of the Issuing Bank and the Lenders, as cash collateral in an amount up to 103% of the then extant Letters of Credit Outstandings, and then (ivix) fourthNinth, ratably to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (v) fifth, to pay interest principal due in respect of Swing Line Loans; (vi) sixththe Revolving Loans until paid in full, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine;then (x) tenthTenth, ratably to pay any other Obligations then owing to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion;Swingline Lender, and then (xi) eleventhEleventh, ratably to provide required cash collateralpay any other Obligations then owing to the Lenders, if required pursuant to Section 3.11 andand then (xii) twelfthTwelfth, to the ratable payment of all other ObligationsObligations then due and payable, and then (xiii) Thirteenth, to the Lead Borrower or such other Person entitled thereto under Applicable Law. Unless otherwise required by For purposes of the terms of this Agreement, all principal payments in respect of Loans foregoing (other than Swing Line Loans) shall be applied firstSection 2.22(c)(xii), “paid in full” means payment of all amounts owing under the Loan Documents according to repay outstanding Floating Rate Loansthe terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any insolvency or other similar proceedings under the Bankruptcy Code or otherwise), default interest, interest on interest, and then expense reimbursements, except to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to those which have later expiring Interest Periods. The order a default, are disallowed in any insolvency or other similar proceedings under the Bankruptcy Code or otherwise; provided, however, that for the purposes of Section 2.22(c)(xii), “paid in full” means payment of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not the same would be or is allowed or disallowed in whole or in part in any insolvency or other similar proceedings under the Bankruptcy Code or otherwise. (d) In the event of a direct conflict between the priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely Section 2.22 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to determine the rights fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and priorities provisions of this Section 2.22 shall control and govern. (e) All credits against the Obligations shall be conditioned upon final payment to the Administrative Agent of the items giving rise to such credits and shall be subject to one Business Day’s clearance and collection. If any item deposited to the Concentration Account and credited to the Loan Account is dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Administrative Agent shall have the right to reverse such credit and charge the amount of such item to the Loan Account and the Borrowers shall indemnify the Administrative Agent, the LendersCollateral Agent, the Swing Line Issuing Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time Lenders against all claims and losses resulting from time to time be changed at the direction of the Lenders without necessity of notice to such dishonor or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arrangerreturn.

Application of Payments. The Administrative Subject to the provisions of Section 9.2, the Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower Borrowers or reimbursed by the Lenders; (iiiC) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, expense reimbursements or indemnities then due to the Administrative Agent; (ivD) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (vE) fifth, to pay interest due in respect of Swing Line Loans; (viF) sixth, to pay interest due in respect of Loans (other than Swing Line Loans.) and L/C Obligations; (viiG) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viiiH) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and ), Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of and Hedging Obligations under Hedging Interest Rate Agreements in such order as the Administrative Agent may determine in its sole discretion; (xiI) eleventhninth, to provide required cash collateral, if required pursuant to Section 3.11 and (xiiJ) twelfthtenth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrowers, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid or prepaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (ivD) through (xJ) of this Section 12.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (iA) through (iiiC) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The If any Borrower, prior to the occurrence of a Default, has remitted a payment to the Administrative Agent or any Lender without indicating the Obligation to be reduced thereby, or at any time after the occurrence of a Default, subject to the provisions of Section 9.2, the Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following order:: 119 (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the any Borrower; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iii) third, to the ratable payment of the Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (ivC) fourththird, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of Credit; (vD) fifthfourth, to pay interest due in respect of Swing Line Loans; (viE) sixthfifth, to pay interest due in respect of Loans.Loans (other than Swing Line Loans and L/C Obligations); (viiF) seventhsixth, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viiiG) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninthseventh, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and ), Reimbursement Obligations in such order as the Administrative Agent may determineand Hedging Obligations; (xH) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventheighth, to provide required cash collateral, if required pursuant to Section 3.11 3.11; and (xiiI) twelfthninth, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this Agreementapplicable Borrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Eurocurrency Rate Loans with those Eurodollar Eurocurrency Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The Upon written notice to the Borrowers, the order of priority set forth in clauses (ivC) through (xI) of this Section 12.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the BorrowerCompany, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (iA) through and (iiiB) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.

Application of Payments. The After the exercise of remedies provided for in Section 7.01 (or after the Loans have automatically become immediately due and payable and the Borrower shall have automatically been required to provide cash collateral for the LC Exposure as set forth in Section 7.01), all amounts received on account of the Secured Obligations shall, subject to Section 2.21, be applied by the Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences of this Section 12.3, apply all payments and prepayments in respect of any Obligations and all proceeds of the Collateral in the following orderas follows: (i) first, to pay interest on and then principal payment of any that portion of the Loans which Secured Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent may have advanced on behalf (including fees and disbursements and other charges of any Lender for which counsel to the Administrative Agent has not then been reimbursed by such Lender or payable under Section 9.03 and amounts pursuant to Section 2.12(c) payable to the BorrowerAdministrative Agent in its capacity as such); (ii) second, to pay payment of that portion of the Secured Obligations constituting fees, expenses, indemnities and other amounts (other than principal, reimbursement obligations in respect of LC Disbursements, interest on and then principal Letter of any advance made Credit fees) payable to the Lenders, the Issuing Banks and the other Secured Parties (including fees and disbursements and other charges of counsel to the Lenders and the Issuing Banks payable under Section 10.3 for which 9.03) arising under the Administrative Agent has not then been paid by Loan Documents or documents governing the Borrower or reimbursed by Secured Obligations, ratably among them in proportion to the Lendersrespective amounts described in this clause (ii) payable to them; (iii) third, to the ratable payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit fees and charges and interest on the Loans and unreimbursed LC Disbursements, ratably among the Lenders and the Issuing Banks in respect of any fees, expenses, reimbursements or indemnities then due proportion to the Administrative Agentrespective amounts described in this clause (iii) payable to them; (iv) fourth, (A) to pay payment of that portion of the Secured Obligations constituting unpaid principal of the Loans and unreimbursed LC Disbursements, (B) to cash collateralize that portion of LC Exposure comprising the undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the Borrower pursuant to Section 2.06 or 2.21, ratably among the Lenders and the Issuing Banks in proportion to the respective amounts described in this clause (iv) 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 Issuing Banks to cash collateralize Secured Obligations in respect of any feesLetters of Credit, expenses(y) subject to Section 2.06 or 2.21, reimbursements or indemnities then due amounts used to cash collateralize the Lenders and the issuer(s) aggregate amount of Letters of CreditCredit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of cash collateral shall be distributed to the other Secured Obligations, if any, in the order set forth in this Section 7.02 and (C) to any other amounts owing with respect to Banking Services Obligations and Swap Obligations; (v) fifth, to pay interest due the payment in respect of Swing Line Loans; (vi) sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viii) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfth, to the ratable payment full of all other Secured Obligations. Unless otherwise required by the terms of this Agreement, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of each case ratably among the Administrative Agent, the Lenders, the Swing Line Bank Issuing Banks and the issuer(sother 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 (vi) of 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 as among themselves. The order of priority set forth in clauses have either been fully drawn or expired (iv) through (x) of this Section 12.3 may at without any time and from time pending drawings), such remaining amount shall be applied to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrowerother Secured Obligations, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (i) through (iii) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, andif any, in the case of clause (iii), with the prior written consent of the Arrangerorder set forth above.

Application of Payments. The Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction So long as no Default shall be consistent with continuing, deposits to the last two sentences of this Section 12.3, apply all payments and prepayments Cash Management Account in respect of any Obligations and all proceeds of each Borrower shall be credited to the Collateral in the following order: Borrowers as follows: (i) first, to pay interest on and then principal the payment of any portion fees, expenses or other Obligations (other than Obligations to pay principal and interest relating to the Loans and Obligations with respect to Banking Services and Rate Management Obligations) then due and payable by the Borrowers to the Applicable Agent or Lenders hereunder or under any of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; other Loan Documents; (ii) second, to pay the ratable payment of interest due on the Revolving Loans and then principal of any advance Export-Import Loans, as the case may be, made under Section 10.3 for which to the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; Borrowers; (iii) third, to the ratable payment of the Obligations late charges until paid in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; full; (iv) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities the installments then due and payable with respect to the Lenders and the issuer(s) of Letters of Credit; Term Loans installments then due; (v) fifth, to pay interest due in respect the outstanding principal balance of Swing Line the applicable Borrower's Revolving Loans and Export-Import Loans; , as the case may be, and (vi) sixth, to pay interest due the extent of any excess not so credited, such deposits shall be made available to each Borrower by deposit in such Borrower's operating Account with the Applicable Agent. Upon the occurrence and during the continuance of an Default which has not been waived in writing, all such deposits to the Cash Management Account in respect of Loans.a Borrower shall be credited to such Borrower as follows: (vii1) seventh, to the ratable payment or prepayment extent such deposits constitute the proceeds of principal outstanding on Swing Line Loans; (viii) eighththe Export-Import Collateral, such deposits shall be applied directly to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninthprincipal, accrued and unpaid interest, and fees related to the ratable Export-Import Loan and (2) all deposits other than those described in the immediately preceding subparagraph (1) (except to the extent such deposits remain after the Export-Import Loan is indefeasibly paid in full), (a) first to the payment of any fees, expenses or prepayment of principal outstanding on Loans Obligations (other than Swing Line Loans Obligations to pay principal and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, interest relating to the ratable payment Advances) then due and payable by the Borrowers to the Applicable Agent or prepayment Lenders hereunder or under any of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; other Loan Documents; (xib) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfthsecond, to the ratable payment of interest due on the Loans and Export-Import Loans, as the case may be, made to the Borrowers; (c) third, to late charges until paid in full; (d) fourth, to the principal installments then due and payable with respect to the Term Loans; (e) fifth, to the outstanding principal amount of any Revolving Loans and Export-Import Loans, as the case may be, in such order as the Required Lenders or Bank One, NA, as the case may be, may choose in their sole discretion; (f) sixth, at the Required Lenders' option, in their sole and absolute discretion, to any and all other Obligations. Unless otherwise required by outstanding Obligations of the terms of this Agreement, all principal payments Borrowers (other than in respect of the aggregate undrawn amount of any Facility LC outstanding for the account of the Borrowers) in such order as the Required Lenders may choose in their sole discretion; and (g) seventh, as cash collateral security against the aggregate undrawn amount of any Letter of Credit outstanding for the account of the Borrowers and any other Obligations (whether then or thereafter outstanding, including, without limitation, to the extent not indefeasibly paid in full by the deposits described in subparagraph (1) above, the Export-Import Loan) of the Borrowers. For the purpose of calculating the Borrowers' interest and determining the aggregate Loans (other than Swing Line Loans) outstanding, all collections and remittances shall be applied first, credited to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank and the issuer(s) of Letters of Credit as among themselves. The order of priority set forth in clauses (iv) through (x) of this Section 12.3 may at any time and from time to time be changed at the direction of the Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses applicable Borrowers: (i) through in the case of collections and remittances received by wire transfer prior to 11:00 a.m. (local time), on the same Business Day as received, (ii) in the case of collections and remittances received by wire transfer after 11:00 a.m. (local time), on the next succeeding Business Day after such receipt and (iii) in the case of this Section 12.3 may be changed only with all other collections and remittances received, conditional on final payment, one (1) Business Day after the prior written consent Applicable Agent receives notice of the Administrative Agentdeposit of the proceeds of such collections and remittances into the Cash Management Account prior to noon (local time), and, provided however in the case of clause (iii)) above, with that in the prior event that the Applicable Agent receives notice of such deposit later than noon (local time) on any Business Day, such collection or remittance deposited shall be credited to the Borrowers (conditional upon final collection) two (2) Business Days after such deposit. From time to time, upon advance written consent notice to the Company, on behalf of the ArrangerBorrowers, the Applicable Agent may adopt such additional or modified regulations and procedures as it may deem reasonable and appropriate with respect to the operation of the Cash Management Account and the services to be provided by such agent under this Agreement.

Application of Payments. The Subject to the provisions of Section 9.2, the Administrative Agent shall, unless otherwise specified at the direction of the Required Lenders which direction shall be consistent with the last two sentences sentence of this Section 12.3, apply all payments and prepayments in respect of any Obligations received after the occurrence and all proceeds during the continuance of the Collateral a Default or Unmatured Default in the following order: (iA) first, to pay interest on and then principal of any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (iiB) second, to pay interest on and then principal of any advance made under Section 10.3 for which the Administrative Agent has not then been paid by the Borrower or reimbursed by the Lenders; (iiiC) third, to the ratable payment of the pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Administrative Agent; (ivD) fourth, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Lenders and the issuer(s) of Letters of CreditLenders; (vE) fifth, to pay interest due in respect of Swing Line Loans; (viF) sixth, to pay interest due in respect of Loans. (vii) seventh, to the ratable payment or prepayment of principal outstanding on Swing Line Loans; (viiiG) eighth, to the ratable payment or prepayment of principal outstanding on the Term Loans; (ix) ninth, to the ratable payment or prepayment of principal outstanding on Loans (other than Swing Line Loans and Term Loans) and Reimbursement Obligations in such order as the Administrative Agent may determine; (x) tenth, to the ratable payment or prepayment of Hedging Obligations under Hedging Agreements in such order as the Administrative Agent may determine in its sole discretion; (xi) eleventh, to provide required cash collateral, if required pursuant to Section 3.11 and (xii) twelfthseventh, to the ratable payment of all other Obligations. Unless otherwise required designated (which designation shall only be applicable prior to the occurrence of a Default) by the terms of this AgreementBorrower, all principal payments in respect of Loans (other than Swing Line Loans) shall be applied to the outstanding Loans first, to repay outstanding Floating Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. The order of priority set forth in this Section 12.3 and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Lenders, the Swing Line Bank Agent and the issuer(s) of Letters of Credit Lenders as among themselves. The order of priority set forth in clauses (ivD) through (xG) of this Section 12.3 may at any time and from time to time be changed at by the direction of the Required Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person; provided, that the order of priority of payments in respect of Swing Line Loans may be changed only with the prior written consent of the Swing Line Bank. The order of priority set forth in clauses (iA) through (iiiC) of this Section 12.3 may be changed only with the prior written consent of the Administrative Agent, and, in the case of clause (iii), with the prior written consent of the Arranger.