Common use of Apportionment of Payments Clause in Contracts

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lenders: (a) all payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections 2.06 and 7.01(f) hereof) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Lenders shall, apply all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (ii) second, ratably to pay interest then due and payable in respect of the Agent Advances until paid in full; (iii) third, ratably to pay principal of the Agent Advances until paid in full; (iv) fourth, ratably to pay the Obligations in respect of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Loans until paid in full; (vi) sixth, ratably to pay principal of the Loans until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viii) eighth, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii)), “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lendershereof: (a) all All payments of principal and interest in respect of outstanding Loans, all payments in respect of the Reimbursement Obligations, all payments of fees (other than the fees set forth in Sections 2.06 and 7.01(fSection 2.06(a) hereof) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of LoansLoans or Letter of Credit Obligations, as designated by the Person making payment when the payment is mademade in each instance, subject to Section 4.03(b). (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Lenders shall, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents Administrative Agent or the L/C Issuer until paid in full; (ii) second, ratably to pay the Obligations in respect of any accrued fees and interest then due and payable in respect of to the Agent Advances Lenders until paid in full; (iii) third, ratably to pay pay. principal of the Agent Advances Loans, Reimbursement Obligations and Letter of Credit Obligations (or, to the extent such Obligations are contingent, to provide cash collateral in respect of such Obligations) until paid in full; and (iv) fourth, ratably to pay the Obligations in respect of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Loans until paid in full; (vi) sixth, ratably to pay principal of the Loans until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viii) eighth, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii)4.03(b), “paid in full” means payment in cash of all amounts owing under the Loan Documents according with respect to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including shall include interest accrued after the commencement of any Insolvency Proceeding), default interest, Proceeding irrespective of whether a claim for such interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed allowable in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 such Insolvency Proceeding. (ed) In the event of a direct conflict between the priority provisions of this Section 4.04 4.03 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 4.03 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lendershereof: (a) all All payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections 2.06 and 7.01(f) Section 2.07 hereof) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Collateral Agent or the Required Lenders shall, apply all payments in respect of any Obligations, including without limitation, all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (ii) second, ratably to pay interest then due and payable in respect of the Collateral Agent Advances until paid in full; (iii) third, ratably to pay principal of the Collateral Agent Advances until paid in full; (iv) fourth, ratably to pay the Revolving Loan Obligations in respect of any fees (other than any Applicable Prepayment Premium) ), expense reimbursements, indemnities and indemnities other amounts then due and payable to the Revolving Loan Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Revolving Loans until paid in full; (vi) sixth, ratably to pay principal of the Revolving Loans until paid in full; (vii) seventh, ratably to pay the Term Loan Obligations in respect of any fees (other than any Applicable Premium), expense reimbursements, indemnities and other amounts then due and payable to the Term Loan Lenders until paid in full; (viii) eighth, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; (ix) ninth, ratably to pay principal of the Term Loan until paid in full; (x) tenth, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viiixi) eightheleventh, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii)), “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest4.03(b) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 Proceeding. (ed) In the event of a direct conflict between the priority provisions of this Section 4.04 4.03 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 4.03 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lendershereof: (a) all All payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections Section 2.06 and 7.01(f) hereof) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Collateral Agent or the Required Lenders shall, apply all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (ii) second, ratably to pay interest then due and payable in respect of the Collateral Agent Advances until paid in full; (iii) third, ratably to pay principal of the Collateral Agent Advances until paid in full; (iv) fourth, ratably to pay the Obligations in respect of any fees (fees, expense reimbursements, indemnities and other than any Applicable Prepayment Premium) and indemnities amounts then due and payable to the Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Loans until paid in full; (vi) sixth, ratably to pay principal of the Loans until paid in full; and (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viii) eighth, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii)4.03(b), “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, reasonable out-of-pocket professional feesfees for which an invoice has been presented, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, and reasonable out-of-pocket expense reimbursementsreimbursements for which an invoice has been presented, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 Proceeding. (ed) In the event of a direct conflict between the priority provisions of this Section 4.04 4.03 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 4.03 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lenders: (a) all All payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections 2.06 Section 3.6, the Facility Fee and 7.01(f) hereofthe fees in any fee letter with any Agent) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares pro rata share of the outstanding Loan or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) (i)(A) After the occurrence and during the continuance of an Event of Default described in Section 10.1(a), (e) or (f), (B) after the acceleration of the Loans pursuant to Section 10.2, (C) after the exercise of enforcement remedies by the Administrative Agent (acting at the written direction of Required Lenders) pursuant to the Loan Documents or (D) otherwise upon the direction of the Required Lenders, after the occurrence and during the continuance of an Event of Default, then (ii) in each case, the Administrative Agent may, and upon the direction of the Required Lenders shall, shall apply all payments in respect of any Obligations, including, without limitation, proceeds of the CollateralCollateral and any amounts received on account of the Obligations (whether received as a consequence of the exercise of any remedies under Section 10.2 hereof or any Loan Document or as a distribution out of any proceeding in respect of or commenced under any Insolvency Proceeding including payments in respect of “adequate protection” for the use of Collateral during such proceeding) or under any plan of reorganization or on account of any liquidation of any Loan Party or any Subsidiary thereof, subject to the provisions of this Agreement, (iA) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents Administrative Agent and its agents and attorneys until paid in full; (iiB) second, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities, premiums (including the Prepayment Premium, if applicable) and other amounts then due and payable to the Lenders until paid in full; (C) third, ratably to pay interest then due and payable in respect of the Agent Advances Loan until paid in full; (iiiD) thirdfourth, ratably to pay principal of the Agent Advances Loan until paid in full; (iv) fourth, ratably to pay the Obligations in respect of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Lenders until paid in full; (vE) fifth, ratably to pay interest then due and payable in respect of the Loans until paid in full; (vi) sixth, ratably to pay principal of the Loans until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viii) eighth, to the ratable payment of all other Obligations then due and payablepayable until all such Obligations are paid in full; and (F) sixth, to the extent of any remaining amount, to an Account or Accounts as directed by the Borrower. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii)3.10(b), “paid in full” means payment in cash of all amounts owing under the Loan Documents (other than contingent indemnification obligations for which no claim has been asserted) according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest interest, fees and expenses accrued after the commencement of any Insolvency Proceeding, whether or not the same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 Proceeding. (ed) In the event of a direct conflict between the priority provisions of this Section 4.04 3.10 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 3.10 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents Agent and/or the Lenders: (a) all All payments of principal and interest in respect of the outstanding LoansTerm Loan, all payments of fees (other than the fees expense reimbursements set forth in Sections Section 2.06 hereof to the extent set forth in a written agreement among the Agent and 7.01(f) hereofthe Lenders, and the audit and collateral monitoring fee provided for in Section 4.01) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loansthe Term Loan, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Lenders shall, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities indemnities, and other amounts then due and payable to the Agents Agent until paid in full; (ii) second, ratably to pay interest then due and payable the Obligations in respect of any fees and indemnities then due to the Agent Advances Lenders until paid in full; (iii) third, ratably to pay principal interest due in respect of the Term Loan and Agent Advances until paid in fullfull (including any interest due at the Post-Default Rate; (iv) fourth, ratably to pay the Obligations in respect of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Lenders until paid in full; , (v) fifth, ratably to pay interest then due and payable in respect principal of the Loans Term Loan until paid in full; , and (vi) sixth, ratably to pay principal of the Loans until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viii) eighth, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans Loan in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii)), “paid in full” means payment in cash of all amounts owing under the Loan Documents according with respect to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including shall include interest accrued after the commencement of any Insolvency Proceeding), default interest, Proceeding irrespective of whether a claim for such interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed allowable in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 such Insolvency Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lenders: (a) all All payments of principal and interest in respect of outstanding Loans, all payments in respect of the Reimbursement Obligations, all payments of fees (other than the fees set forth in Sections Section 2.06 hereof to the extent set forth in any written agreement among the Agents and 7.01(f) hereofthe Lenders, and fees with respect to Letters of Credit provided for in Section 2.06) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of LoansLoans or Letter of Credit Obligations, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Lenders shall, apply all payments in respect of any Obligations, including without limitation, all proceeds of the Collateral, subject to the provisions of this Agreement, as follows: (iA) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (iiB) second, ratably to pay the Revolving Loan Obligations in respect of any fees (other than any Applicable Premium), expense reimbursements, indemnities and other amounts then due and payable to the Revolving Loan Lenders or the L/C Issuer until paid in full; (C) third, to pay interest then due and payable in respect of the Agent Advances until paid in full; (iiiD) thirdfourth, ratably to pay principal of the Agent Advances until paid in full; (iv) fourth, ratably to pay the Obligations in respect of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Lenders until paid in full; (vE) fifth, ratably to pay interest then due and payable in respect of the Revolving Loans and Reimbursement Obligations until paid in full; (viF) sixth, ratably to pay principal of the Revolving Loans and Letter of Credit Obligations (or, to the extent such Obligations are contingent, to provide cash collateral in respect of such Obligations), until paid in full; (viiG) seventh, ratably to pay the Bank Product Obligations in respect an amount not to exceed the amount of the Bank Product Reserve; (H) eighth, ratably to pay any Applicable Prepayment Premium then due and payable in respect of the Revolving Credit Commitment until paid in full; (I) ninth, ratably to pay the Bank Product Obligations to the Lenders extent not paid under clause (G) above until paid in full; and (viiiJ) eighthtenth, to the ratable payment of all other Obligations then due and payablepayable until paid in full. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), 4.03(b) (other than clause (viiiJ) of Section 4.03(b)), “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viiiJ) of Section 4.03(b), “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 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 Proceeding. (ed) In the event of a direct conflict between the priority provisions of this Section 4.04 4.03 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 shall control and govern.Section

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lenders: (a) all All payments of principal and cash interest in respect of outstanding Loans, Notes and all payments of fees (other than the fees set forth in Sections 2.06 and 7.01(f) hereof) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders Holders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of LoansNotes, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Lenders Holders shall, apply all cash payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations and the Existing Senior Secured Note Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents Agent until paid in full; (ii) second, ratably to pay interest then due the Obligations and payable the Existing Senior Secured Note Obligations in respect of any fees and indemnities then due to the Agent Advances Holders until paid in full; (iii) third, ratably to pay principal interest due in respect of the Notes, the Existing Senior Secured Notes and Agent Advances until paid in full; (iv) fourth, ratably to pay principal of the Notes, the Existing Senior Secured Notes and Agent Advances (or, to the extent such Obligations or Existing Senior Secured Note Obligations are contingent, to provide cash collateral in respect of any fees (other than any Applicable Prepayment Premiumsuch Obligations or Existing Senior Secured Note Obligations) and indemnities then due and payable to the Lenders until paid in full; full and (v) fifth, ratably to pay interest then due and payable in respect of the Loans until paid in full; (vi) sixth, ratably to pay principal of the Loans until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viii) eighth, to the ratable payment of all other Obligations and Existing Senior Secured Note Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii)), “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 4.02 and other provisions contained in any other Loan Note Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 4.02 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lenders: (a) all payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections 2.06 and 7.01(f) hereof) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Lenders shall (or in the case of an acceleration of the Obligations, the Administrative Agent shall), apply all proceeds of the Collateral, subject to Collateral and all amounts received by the provisions Administrative Agent on account of this Agreement, the Obligations (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (ii) second, ratably to pay interest then due and payable in respect of the Agent Advances until paid in full; (iii) third, ratably to pay principal of the Agent Advances until paid in full; (iv) fourth, ratably to pay the Obligations in respect of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Lenders until paid in full; (viii) fifththird, ratably to pay interest then due and payable in respect of the Term Loans (for the avoidance of doubt, pro rata as between the Initial Term Loan and the Delayed Draw Term Loans (if any)) until paid in full; (viiv) sixthfourth, ratably to pay principal of the Term Loans (for the avoidance of doubt, pro rata as between the Initial Term Loan and the Delayed Draw Term Loans (if any)) until paid in full; (viiv) seventhfifth, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viiivi) eighthsixth, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii)), The term “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereofDocuments, including all principal, loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, Prepayment Premium and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lenders: (a) all payments of principal and interest in respect of outstanding Loans, all payments in respect of the Letter of Credit Obligations, all payments of fees (other than the fees set forth in Sections Section 2.06 and 7.01(f) hereof) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of LoansLoans or Letter of Credit Obligations, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Collateral Agent or the Required Lenders shall, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject Collateral as follows: (i) except to the provisions of this Agreementextent provided in clause (iii) below, with respect to Revolver Priority Collateral Proceeds and payments made using Revolver Priority Collateral Proceeds, (iA) first, ratably to pay the Obligations in respect of any fees (including any fees or charges assessed by the L/C Issuer), expense reimbursements, indemnities and other amounts then due and payable to the Agents or the L/C Issuer until paid in full; (B) second, ratably to pay the Obligations in respect of any fees (excluding any Applicable Prepayment Premium) (including Letter of Credit Fees payable to the Revolving Loan Lenders), expense reimbursements and indemnities then due and payable to the Revolving Loan Lenders until paid in full; (C) third, ratably to pay interest then due and payable in respect of the Agent Advances until paid in full; (D) fourth, ratably to pay principal of the Agent Advances until paid in full; (E) fifth, ratably to pay interest then due and payable in respect of the Revolving Loans and Reimbursement Obligations until paid in full; (F) sixth, ratably to pay principal of the Revolving Loans and Letter of Credit Obligations (or, to the extent such Obligations are contingent, to provide Cash Collateral in respect of such Obligations) until paid in full; (G) seventh, ratably to pay the Bank Product Obligations in an amount not to exceed the amount of the Bank Product Reserve; (H) eighth, ratably to pay the Obligations in respect of any fees (excluding any Applicable Prepayment Premium), expense reimbursements and indemnities then due and payable to the Term Loan Lenders until paid in full; (I) ninth, to pay interest then due and payable in respect of the Term Loan until paid in full; (J) tenth, ratably to pay principal of the Term Loan until paid in full; (K) eleventh, ratably to pay any Applicable Prepayment Premium then due and payable in respect of the Revolving Credit Commitment until paid in full, (L) twelfth, ratably to pay any Applicable Prepayment Premium then due and payable in respect of the Term Loan until paid in full; (M) thirteenth, ratably to pay the Bank Product Obligations to the extent not paid under clause (G) above, and (N) fourteenth, to the ratable payment of all other Obligations then due and payable until paid in full; (ii) except to the extent provided in clause (iii) below, with respect to Term Priority Collateral Proceeds and payments made using Term Priority Collateral Proceeds, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (iiB) second, ratably to pay the Obligations in respect of any fees (excluding any Applicable Prepayment Premium), expense reimbursements and indemnities then due and payable to the Term Loan Lenders until paid in full; (C) third, ratably to pay interest then due and payable in respect of the Agent Advances until paid in full; (iiiD) thirdfourth, ratably to pay principal of the Agent Advances until paid in full; (iv) fourth, ratably to pay the Obligations in respect of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Lenders until paid in full; (vE) fifth, ratably to pay interest then due and payable in respect of the Loans Term Loan until paid in full; (viF) sixth, ratably to pay principal of the Loans Term Loan until paid in full; (viiG) seventh, ratably to pay the Obligations in respect of any fees (excluding any Applicable Prepayment Premium) (including Letter of Credit Fees and out-of-pocket charges assessed in connection with any Letters of Credit payable to the L/C Issuer or the Revolving Loan Lenders), expense reimbursements and indemnities then due and payable to the Revolving Loan Lenders until paid in full; (H) eighth, ratably to pay interest then due and payable in respect of the Revolving Loans and Reimbursement Obligations until paid in full; (I) ninth, ratably to pay principal of the Revolving Loans and Letter of Credit Obligations (or, to the extent such Obligations are contingent, to provide Cash Collateral in respect of such Obligations) until paid in full; (J) tenth, ratably to pay the Bank Product Obligations in an amount not to exceed the amount of the Bank Product Reserve; (K) eleventh, ratably to pay any Applicable Prepayment Premium then due and payable and payable in respect of the Term Loan until paid in full, (L) twelfth, ratably to pay any Applicable Prepayment Premium then due and payable in respect of the Lenders Revolving Credit Commitment until paid in full; (M) thirteenth, ratably to pay the Bank Product Obligations to the extent not paid under clause (J) above, and (viiiN) eighthfourteenth, to the ratable payment of all other Obligations then due and payablepayable until paid in full; and (iii) with respect to the Proceeds of any Disposition of all or substantially all of the assets or Equity Interests of any Person or any insurance which Disposition or proceeds of insurance includes both (x) Revolver Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agents acting reasonably and in good faith. (c) In each instance, so long as no Event of Default has occurred and is continuingcontinuing and the Administrative Agent has not elected to or has not been directed by the Collateral Agent to apply payments and other Proceeds of Collateral in accordance with Section 4.03(b), Section 4.04(b4.03(b) shall not be deemed to apply to any payment by the Borrowers Borrower specified by the Administrative Borrower to the Administrative Agent to be for the payment of the principal of or interest on the Term Loan or other related Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans Loan in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), 4.03(b) (other than clause (viiiN) of Section 4.03(b)(i) and clause (N) of Section 4.03(b)(ii)), “"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 any Insolvency Proceeding, and interest that would have accrued but for 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 Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viiiN) of Section 4.03(b)(i) and clause (N) of Section 4.03(b)(ii), “"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 after, or that would have accrued but for, the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not the same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (e) The parties hereto hereby agree that all Proceeds resulting from an exercise of any rights and remedies under applicable law, hereunder and under the other Loan Documents by either Agent when applied to (i) the Revolving Loan Obligations shall be applied to permanently reduce the Revolving Loan Obligations and, to the extent applied to the outstanding principal amount of the Revolving Loan Obligations, the Revolving Credit Commitments of the Revolving Loan Lenders under this Agreement and (ii) when applied to the Term Loan Obligations shall be applied to permanently reduce the Term Loan Obligations. (f) In the event of a direct conflict between the priority provisions of this Section 4.04 4.03 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 4.03 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lenders: (a) all All payments of principal and interest in respect of the outstanding LoansLoan, all payments of fees (other than the fees set forth in Sections 2.06 Section 3.6, the Facility Fee and 7.01(f) hereofthe fees in any fee letter with any Agent) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares pro rata share of the outstanding Loan or otherwise as provided herein or, in respect of payments not made on account of Loansthe Loan, as designated by the Person making payment when the payment is made. (b) (i)(A) After the occurrence and during the continuance of an Event of Default described in Section 10.1(a), (e) or (f), (B) after the acceleration of the Loan pursuant to Section 10.2, (C) after the exercise of enforcement remedies by the Administrative Agent (acting at the written direction of Required Lenders) pursuant to the Loan Documents or (D) otherwise upon the direction of the Required Lenders, after the occurrence and during the continuance of an Event of Default, then (ii) in each case, the Administrative Agent may, and upon the direction of the Required Lenders shall, shall apply all payments in respect of any Obligations, including, without limitation, proceeds of the CollateralCollateral and any amounts received on account of the Obligations (whether received as a consequence of the exercise of any remedies under Section 10.2 hereof or any Loan Document or as a distribution out of any proceeding in respect of or commenced under any Insolvency Proceeding including payments in respect of “adequate protection” for the use of Collateral during such proceeding) or under any plan of reorganization or on account of any liquidation of any Loan Party or any Subsidiary thereof, subject to the provisions of this Agreement, (iA) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents Administrative Agent and its agents and attorneys until paid in full; (iiB) second, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities, premiums (including the Prepayment Premium, if applicable) and other amounts then due and payable to the Lenders until paid in full; (C) third, ratably to pay interest then due and payable in respect of the Agent Advances Loan until paid in full; (iiiD) thirdfourth, ratably to pay principal of the Agent Advances Loan until paid in full; (iv) fourth, ratably to pay the Obligations in respect of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Lenders until paid in full; (vE) fifth, ratably to pay interest then due and payable in respect of the Loans until paid in full; (vi) sixth, ratably to pay principal of the Loans until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viii) eighth, to the ratable payment of all other Obligations then due and payablepayable until all such Obligations are paid in full; and (F) sixth, to the extent of any remaining amount, to an Account or Accounts as directed by the Borrower. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii)3.10(b), “paid in full” means payment in cash of all amounts owing under the Loan Documents (other than contingent indemnification obligations for which no claim has been asserted) according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest interest, fees and expenses accrued after the commencement of any Insolvency Proceeding, whether or not the same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 Proceeding. (ed) In the event of a direct conflict between the priority provisions of this Section 4.04 3.10 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 3.10 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lendershereof: (a) all a. All payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections 2.06 and 7.01(f) Section 2.07 hereof) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) b. After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Collateral Agent or the Required Lenders shall, apply all payments in respect of any Obligations, including without limitation, all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (ii) second, ratably to pay interest then due and payable in respect of the Collateral Agent Advances until paid in full; (iii) third, ratably to pay principal of the Collateral Agent Advances until paid in full; (iv) fourth, ratably to pay the Revolving Loan Obligations in respect of any fees (other than any Applicable Prepayment Premium) ), expense reimbursements, indemnities and indemnities other amounts then due and payable to the Revolving Loan Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Revolving Loans until paid in full; (vi) sixth, ratably to pay principal of the Revolving Loans until paid in full; (vii) seventh, ratably to pay the Term Loan Obligations in respect of any fees (other than any Applicable Premium), expense reimbursements, indemnities and other amounts then due and payable to the Term Loan Lenders until paid in full; (viii) eighth, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; (ix) ninth, ratably to pay principal of the Term Loan until paid in full; (x) tenth, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viiixi) eightheleventh, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) c. For purposes of Section 4.04(b), (other than clause (viii)), “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest4.03(b) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 Proceeding. (e) d. In the event of a direct conflict between the priority provisions of this Section 4.04 4.03 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 4.03 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents Agent and/or the Lenders: (a) all All payments of principal principal, interest and interest PIK Interest in respect of the outstanding Loansportion of the Loan, all payments of fees (other than the fees set forth in Sections 2.06 and 7.01(f) hereof) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loansthe Loan, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, may apply all payments in respect of any Obligations and upon the direction of the Required Lenders shall, apply all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents Agent until paid in full; (ii) second, ratably to pay interest then due and payable the Obligations in respect of any fees and indemnities then due to the Agent Advances Lenders until paid in full; (iii) third, ratably to pay principal interest due in respect of the Agent Advances Loan until paid in full; (iv) fourth, ratably to pay the Obligations PIK Interest due in respect of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Lenders Loan until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Loans until paid in full; (vi) sixth, ratably to pay principal of the Loans until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders Loan until paid in full; and (viii) eighthsixth, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b3.04(b) shall not be deemed to apply to any payment by the Borrowers Borrower specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans Loan in accordance with the terms and conditions of Section 2.052.04. (d) For purposes of Section 4.04(b3.04(b), (other than clause (viii)), “"paid in full” means payment in cash of all amounts owing under the Loan Documents according " with respect to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including shall include interest accrued after the commencement of any Insolvency Proceeding), default interest, Proceeding irrespective of whether a claim for such interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed allowable in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 such Insolvency Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 3.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 3.04 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lendershereof: (a) all 1. All payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections 2.06 and 7.01(f) hereof) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent Agents among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) 2. After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Lenders (or upon the acceleration of the Obligations in accordance with Section 9.01 or the occurrence of an Event of Default under Section 9.01(a) on the Final Maturity Date) shall, apply all payments in respect of any Obligations, including without limitation, all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (ii) second, ratably to pay interest then due and payable in respect of the Agent Advances until paid in full; (iii) third, ratably to pay principal of the Agent Advances until paid in full; (iv) fourth, ratably to pay the Revolving Loan Obligations in respect of any fees (other than any Applicable Prepayment Premium) ), expense reimbursements, indemnities and indemnities other amounts then due and payable to the Revolving Loan Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Revolving Loans until paid in full; (vi) sixth, ratably to pay principal of the Revolving Loans until paid in full; (vii) seventh, ratably to pay the Term Loan Obligations in respect of any fees (other than any Applicable Premium), expense reimbursements, indemnities and other amounts then due and payable to the Term Loan Lenders until paid in full; (viii) eighth, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; (ix) ninth, ratably to pay principal of the Term Loan (including the PIK Amount) until paid in full; (x) tenth, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viiixi) eightheleventh, to the ratable payment of all other Obligations then due and payablepayable until paid in full. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) 3. For purposes of Section 4.04(b), 4.03(b) (other than clause (viii)xi) thereof), “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viiixi), “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 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 Proceeding. (e) 4. In the event of a direct conflict between the priority provisions of this Section 4.04 4.03 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 4.03 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lenders: (a) Except as otherwise expressly provided herein or as previously agreed with the Lender in writing, the Lender shall apply all payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections 2.06 and 7.01(f) hereof) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence Obligations and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Lenders shall, apply all proceeds of the Collateral, subject to the provisions of this Agreement, Agreement (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents Collateral Agent until paid in full; (ii) second, ratably to pay interest the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable in respect of to the Agent Advances Lender until paid in full; (iii) third, ratably to pay principal of the Agent Advances until paid in full; (iv) fourth, ratably to pay the Obligations in respect of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Loans until paid in full; (viiv) sixthfourth, ratably to pay principal of the Loans and the Obligations in respect of the Premium, if any, and the Exit Fee then due and payable to the Lender until paid in full; (viiv) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viii) eighthfifth, to the ratable payment of all other Obligations then due and payablepayable until paid in full; and (vi) sixth, to Borrower or such other Person entitled thereto under applicable law (as determined by the Lender in its reasonable judgment or as directed by a court of competent jurisdiction). (cb) In each instance, so long as no Event of Default has occurred and is continuingcontinuing and except as otherwise expressly provided herein, Section 4.04(b3.02(a) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower Borrowers to the Administrative Agent Lender to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans Loan in accordance with the terms and conditions of Section 2.05. (dc) For purposes of Section 4.04(b), 3.02(a) (other than clause (viii)iv) thereof), “paid in full” means means, with respect to any Obligations, payment in cash of all amounts owing under the Loan Documents according to the terms thereofin respect of such Obligations, including including, as applicable, loan fees, exit fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, principal, premium, expense reimbursements and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceedingindemnities, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viiiiv), “paid in full” means payment in cash of all amounts owing under the Loan Documents in respect of such Obligations according to the terms thereof, including including, as applicable, loan fees, exit fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, principal, premium, expense reimbursements and expense reimbursementsindemnities (specifically including in each case of the foregoing which would accrue after the commencement of any Insolvency Proceeding), whether or not the same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (ed) In the event of a direct conflict between the priority provisions of this Section 4.04 3.02 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 3.02 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lenders: (a) Subject to the terms of the Intercreditor Agreement and the Second Lien Intercreditor Agreement, all payments of principal and cash interest in respect of outstanding Loans, Securities and all payments of fees (other than the fees set forth in Sections 2.06 and 7.01(f) hereof) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent Trustee among such of the Lenders Holders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of LoansSecurities, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent Trustee may, and upon the direction of the Required Lenders Holders, shall, apply all cash payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Indenture, the Intercreditor Agreement and the Second Lien Intercreditor Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents Trustee and the Collateral Agent until paid in full; (ii) second, ratably to pay interest then due and payable in respect of the Agent Securities and Trustee Advances until paid in full; (iii) third, ratably to pay principal of the Agent Securities and Trustee Advances until paid in full; (iv) fourthor, ratably to pay the extent such Obligations are contingent, to provide cash collateral in respect of any fees (other than any Applicable Prepayment Premiumsuch Obligations) and indemnities then due and payable to the Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Loans until paid in full; (vi) sixth, ratably to pay principal of the Loans until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viiiiv) eighthfourth, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii)), “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 2.15 and other provisions contained in any other Loan Note Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 the Intercreditor Agreement shall control and govern. In the event of any actual, irreconcilable conflict that cannot be resolved between the Intercreditor Agreement and the Second Lien Intercreditor Agreement, the terms and provisions of the Intercreditor Agreement shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lenders: (a) all payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections 2.06 and 7.01(f) hereof) and all other payments in respect of any other Obligations, Obligations shall be allocated by the Administrative Agent among made to such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, shall apply all payments in respect of any Obligations and upon the direction of the Required Lenders shall, apply all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents Agent Parties until paid in full; (ii) second, ratably to pay interest then due and payable the Term Loan Obligations in respect of any fees and indemnities then due to the Agent Advances Lenders until paid in full; (iii) third, ratably to pay principal interest due in respect of the Agent Advances Term Loan until paid in full; (iv) fourth, ratably to pay principal of the Obligations in respect of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable Term Loan owing to the Lenders each holder thereof until paid in full; (v) fifth, ratably to pay interest then due and payable in respect the principal of the Loans until paid Hedging Liability to, or hold as collateral security for, the Lenders and their Affiliates with the allocation thereof to be pro rata in full; accordance with the unpaid amounts owing to each holder thereof, and (vi) sixth, ratably to pay principal of the Loans until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viii) eighth, to the ratable payment of all other Obligations then due and payablepayable (including Bank Product Liability). (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b3.03(b) shall not be deemed to apply to any payment by the Borrowers Borrower specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans Loan in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii)3.03(b), “paid in full” means payment in cash of all amounts owing under the Loan Documents according with respect to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including shall include interest accrued after the commencement of any Insolvency Proceeding), default interest, Proceeding irrespective of whether a claim for such interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed allowable in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 such Insolvency Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 3.03 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 3.03 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lendershereof: (a) all All payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections Section 2.06 and 7.01(f) hereof) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Collateral Agent or the Required Lenders shall, apply all payments in respect of any Obligations, including all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid Paid in fullFull; (ii) second, ratably to pay interest then due and payable in respect of the Collateral Agent Advances until paid Paid in fullFull; (iii) third, ratably to pay principal of the Collateral Agent Advances until paid Paid in fullFull; (iv) fourth, ratably to pay the Obligations in respect of any fees (other than any Applicable Prepayment Premium) ), expense reimbursements, indemnities and indemnities other amounts then due and payable to the Lenders until paid Paid in fullFull; (v) fifth, ratably to pay interest then due and payable in respect of the Loans until paid Paid in fullFull; (vi) sixth, ratably to pay principal of the Loans (including the Term Loan PIK Amount) until paid Paid in fullFull; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid Paid in fullFull; and (viii) eighth, to the ratable payment of all other Obligations then due and payable; and (ix) ninth, to Borrower or such other Person entitled thereto under applicable law (as determined by the Agents in their reasonable judgement or as directed by a court of competent jurisdiction). (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii)), “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 4.03 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 4.03 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lenders2.11 hereof: (ai) all All payments of principal and interest in respect of outstanding LoansAdvances, all payments of fees (other than the fees set forth in Sections 2.06 and 7.01(f) Section 2.5 hereof) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of LoansAdvances, as designated by the Person making payment when the payment is made. (bii) (w) After the occurrence and during the continuance of an Event of DefaultDefault described in Sections 8.1, 8.6(b) or 8.6(c), (x) after the Administrative acceleration of the Advances pursuant to Section 9, (y) after the exercise of enforcement remedies by the Collateral Agent may, and pursuant to the Loan Documents or (z) otherwise upon the direction of the Collateral Agent or the Required Lenders shallLenders, after the occurrence and during the continuance of an Event of Default, in each case, the Administrative Agent shall apply all payments in respect of any Obligations, including, without limitation, proceeds of the CollateralCollateral and any amounts received on account of the Obligations (whether received as a consequence of the exercise of any remedies under Section 9 hereof or any Loan Document or as a distribution out of any proceeding in respect of or commenced under any bankruptcy or Insolvency Proceeding including payments in respect of “adequate protection” for the use of Collateral during such proceeding or under any Plan of Reorganization or on account of any liquidation of any Loan Party, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (ii) second, ratably to pay interest then due and payable in respect of the Collateral Agent Advances until paid in full; (iii) third, ratably to pay principal of the Collateral Agent Advances until paid in full; (iv) fourth, ratably to pay the Obligations in respect of any fees (other than any Applicable Prepayment Premium) ), expense reimbursements, indemnities and indemnities other amounts then due and payable to the Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Loans Advances until paid in full; (vi) sixth, ratably to pay principal of the Loans Advances (or, to the extent such Obligations are contingent, to provide cash collateral in respect of such Obligations) until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viii) eighth, to the ratable payment of all other Obligations then due and payable. (c) . In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part furtherance of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii)), “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan feesforegoing, each arising from Secured Party hereby agrees that it will not support, propose or related vote to a default, are disallowed in accept any Insolvency ProceedingNon-Conforming Plan of Reorganization; provided, however, that for the purposes of clause (viii), “paid in full” means payment in cash of all amounts owing under the Loan Documents according notwithstanding anything to the terms thereofcontrary contained herein, 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 Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents each Secured Party shall be read together and construedpermitted to support, to the fullest extent possible, to be in concert with each other. In the event propose and/or vote for any Conforming Plan of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 shall control and governReorganization.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lenders: (a) all All payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections Section 2.06 hereof to the extent set forth in any written agreement among the Agents and 7.01(f) hereofthe Lenders) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Collateral Agent or the Required Lenders shall, apply all proceeds of the Collateral, subject to the provisions of this Agreement, , (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts (other than interest or principal of the Loans) then due and payable to the Agents until paid in full; (ii) second, ratably to pay the Obligations in respect of any fees (excluding any Applicable Prepayment Premium), expense reimbursements and indemnities then due and payable to the Lenders until paid in full; (iii) third, ratably to pay interest then due and payable in respect of the Agent Advances until paid in full; (iiiiv) thirdfourth, ratably to pay principal of the Agent Advances until paid in full; (iv) fourth, ratably to pay the Obligations in respect of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Loans until paid in full; (vi) sixth, ratably to pay principal of the Loans until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viii) eighth, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii)), “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 shall control and govern.;

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement agreements among the Agents and/or the Lenders: (a) all All payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections Section 2.06 hereof, and 7.01(f) hereofthe audit and collateral monitoring fee provided for in Section 3.01) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Lenders shall, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents Agents, until paid in full; (ii) second, ratably to pay interest then due and payable the Obligations in respect of any fees and indemnities then due to the Agent Advances Lenders, until paid in full; (iii) third, ratably to pay principal interest due in respect of the Collateral Agent Advances Advances, until paid in full; (iv) fourth, ratably to pay the Obligations interest due in respect of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Lenders Loans, until paid in full; (v) fifth, ratably to pay interest then due and payable in respect principal of the Loans Collateral Agent Advances, until paid in full; (vi) sixth, ratably to pay principal of the Loans until paid in full; (vii) seventhLoans, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viiivii) eighthseventh, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b3.04(b) shall not be deemed to apply to any payment by the Borrowers Borrower specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans Loan in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b3.04(b), (other than clause (viii)), “"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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursementscase, whether or not the same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 3.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 3.04 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lenders: (a) all All payments of principal and cash interest in respect of outstanding Loans, Sellers’ Secured Notes and all payments of fees (other than the fees set forth in Sections 2.06 and 7.01(f) hereof) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders Holders as are entitled thereto, in proportion to their respective Pro Rata Shares shares or otherwise as provided herein or, in respect of payments not made on account of LoansSellers’ Secured Notes, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Lenders Holders, shall, apply all cash payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this AgreementAgreement and the Intercreditor Agreements, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents Agent until paid in full; (ii) second, ratably to pay interest then due and payable in respect of the Sellers’ Secured Notes and Agent Advances until paid in full; (iii) third, ratably to pay principal of the Sellers’ Secured Notes and Agent Advances until paid in full; (iv) fourthor, ratably to pay the extent such Obligations are contingent, to provide cash collateral in respect of any fees (other than any Applicable Prepayment Premiumsuch Obligations) and indemnities then due and payable to the Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Loans until paid in full; (vi) sixth, ratably to pay principal of the Loans until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viiiiv) eighthfourth, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii)), “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 4.02 and other provisions contained in any other Loan Sellers’ Secured Note Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 the Intercreditor Agreements shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lendershereof: (a) all All payments of principal and interest in respect of outstanding Term Loans, all payments of fees (other than the fees set forth in Sections Section 2.06 and 7.01(f) hereof) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Term Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Lenders shall, apply all payments in respect of any Obligations, including without limitation, all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any feesfees (other than the Applicable Premium), expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (ii) second, ratably to pay interest then due and payable in respect of the Collateral Agent Advances until paid in full; (iii) third, ratably to pay principal of the Collateral Agent Advances until paid in full; (iv) fourth, ratably to pay the Obligations in respect of any fees (other than any Applicable Prepayment Premium) ), expense reimbursements, indemnities and indemnities other amounts then due and payable to the Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Term Loans until paid in full; (vi) sixth, ratably to pay principal of the Term Loans until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viii) eighth, to the ratable payment of all other Obligations then due and payable; thereafter any remaining funds shall be turned over to the Loan Parties or otherwise applied in accordance with Requirements of Law. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), 4.03(b) (other than clause (viii)) thereof), “paid in full” means payment in cash of all amounts owing under the Loan Documents (other than Contingent Indemnity Obligations) 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 same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “paid in full” means payment in cash of all amounts owing under the Loan Documents (other than Contingent Indemnity Obligations) 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 Proceeding. (ed) In the event of a direct conflict between the priority provisions of this Section 4.04 4.03 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 4.03 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lenders: (a) all All payments of principal and interest in respect of outstanding Loans, Notes and all payments of fees (other than the fees set forth in Sections 2.06 and 7.01(f) hereof) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders Holders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of LoansNotes, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Lenders Holders shall, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents Agent until paid in full; (ii) second, ratably to pay interest then due and payable the Obligations in respect of any fees and indemnities then due to the Agent Advances Holders until paid in full; (iii) third, ratably to pay principal interest due in respect of the Notes and Agent Advances until paid in full; (iv) fourth, ratably to pay principal of the Notes and Agent Advances (or, to the extent such Obligations are contingent, to provide cash collateral in respect of any fees (other than any Applicable Prepayment Premiumsuch Obligations) and indemnities then due and payable to the Lenders until paid in full; full and (v) fifth, ratably to pay interest then due and payable in respect of the Loans until paid in full; (vi) sixth, ratably to pay principal of the Loans until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viii) eighth, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii)), “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 4.02 and other provisions contained in any other Loan Note Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 4.02 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lendershereof: (a) all All payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections Section 2.06 and 7.01(f) hereof) ), and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of the Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Lenders shall, apply all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (ii) second, ratably to pay interest then due and payable in respect of the Collateral Agent Advances until paid in full; (iii) third, ratably to pay principal of the Collateral Agent Advances until paid in full; (iv) fourth, ratably to pay the Obligations any fees and indemnities in respect of any fees (other than any Applicable Prepayment Premium) and indemnities the Obligations then due and payable to the Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Loans Term Loan until paid in full; (vi) sixth, ratably to pay principal of the Loans until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders Term Loan until paid in full; and (viiivii) eighthseventh, to the ratable payment of all other Obligations applicable to any Loan Party then due and payablepayable until paid in full. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), 4.03(b) (other than clause (viiib)(vii)), “"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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viiib)(vii), “"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 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 Proceeding. (ed) In the event of a direct conflict between the priority provisions of this Section 4.04 4.03 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 4.03 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lendershereof: (a) all All payments of principal and interest in respect of outstanding Loans, all payments in respect of the Reimbursement Obligations, all payments of fees (other than the fees set forth in Sections Section 2.06 hereof and 7.01(f) hereoffees with respect to Letters of Credit provided for in Section 3.03(b)(ii))) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent or the Revolving Loan Representative, as applicable, among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of LoansLoans or Letter of Credit Obligations, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Collateral Agent or the Required Lenders shall, apply all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (ii) second, ratably to pay interest then due and payable in respect of the Collateral Agent Advances until paid in full; (iii) third, ratably to pay principal of the Collateral Agent Advances until paid in full; (iv) fourth, ratably to pay the Obligations in respect of any fees (fees, expense reimbursements, indemnities and other than any Applicable Prepayment Premium) and indemnities amounts then due and payable to the Lenders Lenders, the Revolving Loan Representative or the L/C Issuer until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Loans and Reimbursement Obligations until paid in full; (vi) sixth, ratably to pay principal of the Loans until paid in full; (vii) seventh, ratably and Reimbursement Obligations and to pay the Obligations provide cash collateral in respect of any Applicable Prepayment Premium then due and payable to the Lenders outstanding Letters of Credit until paid in full; and (viiivii) eighthseventh, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii)4.03(b), “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, reasonable out-of-pocket professional feesfees for which an invoice has been presented, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, and reasonable out-of-pocket expense reimbursementsreimbursements for which an invoice has been presented, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 Proceeding. (ed) In the event of a direct conflict between the priority provisions of this Section 4.04 4.03 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 4.03 shall control and govern.

Apportionment of Payments. (a) Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or Agent and the Lenders: (a) , all payments of principal and interest in respect of outstanding Revolving Loans, all payments of fees (other than the fees set forth in Sections 2.06 hereof to the extent set forth in a written agreement among the Agent and 7.01(f) hereofthe Lenders and the audit and collateral monitoring fee provided for in Section 4.01) and all other payments in respect of any other Obligations (other than Bank Product Obligations), shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of LoansRevolving Loans or Letter of Credit Obligations, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Lenders shall, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, Agreement (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents Agent or the L/C Issuer until paid in full; (ii) second, ratably to pay interest then due and payable the Obligations in respect of any fees and indemnities then due to the Agent Advances Lenders until paid in full; (iii) third, ratably to pay principal interest due in respect of the Revolving Loans and Agent Advances until paid in full; (iv) fourth, ratably at the Agent’s election (which election will not be made if such payment would result in the amount owed by the Borrowers hereunder to exceed the Borrowing Base), to pay amounts then due and owing by the Obligations Loan Parties or their Subsidiaries in respect of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Lenders all Bank Products, until paid in full; (v) fifth, ratably to pay interest then due and payable in respect principal of the Loans Agent Advances until paid in full; (vi) sixth, ratably to pay principal of the Revolving Loans and the Letter of Credit Obligations (or to the extent such Obligations are contingent, to provide cash collateral in respect of such Obligations) until paid in full; (vii) seventh, ratably to pay the Obligations Agent, to be held by the Agent, for the benefit Xxxxx Fargo or its Affiliates, as applicable, as cash collateral in an amount up to the amount of the Bank Product Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until the Loan Parties and their Subsidiaries’ obligations in respect of any Applicable Prepayment Premium the then due and payable to the Lenders until extant Bank Products have been paid in fullfull or the cash collateral amount has been exhausted; and (viii) eighth, to the ratable payment of all other Obligations (including Bank Product Obligations) then due and payable. ; and (cix) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii)), “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construedninth, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 shall control and governBorrowers or such other Person entitled thereto under applicable law.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lenders: (a) all All payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections Section 2.06 hereof to the extent set forth in any written agreement among the Agents and 7.01(f) hereofthe Lenders) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, upon the written direction of the Collateral Agent or the Required Lenders, the Administrative Agent may, and upon the direction of the Required Lenders shall, shall apply all payments in respect of any Obligations and proceeds of the Collateral, subject to the provisions of this Agreement, Agreement (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in fullPaid In Full; (ii) second, ratably to pay interest then due and payable in respect of the Agent Advances until paid in full; (iii) third, ratably to pay principal of the Agent Advances until paid in full; (iv) fourth, ratably to pay the Obligations in respect of any fees (other than any Applicable the Prepayment Premium) ), expense reimbursements, indemnities and indemnities other amounts then due and payable to the Lenders until paid in full; (viii) fifththird, ratably to pay interest then due and payable in respect of the Loans Loan until paid in full; (viiv) sixthfourth, ratably to pay principal of the Loans Loan until paid in full; (viiv) seventhfifth, ratably to pay the Obligations in respect of any Applicable the Prepayment Premium then due and payable to the Lenders until paid in full; and (viiivi) eighthsixth, to the ratable payment of all other Obligations then due and payablepayable and (vii) seventh, to the Borrower or such other Person entitled thereto under applicable Requirement of Law. (c) In each instance, so long as no Event of Default has occurred and is continuingcontinuing and except as otherwise expressly provided herein, Section 4.04(b4.03(b) shall not be deemed to apply to any payment by the Borrowers Borrower specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans Loan in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), 4.03(b) (other than clause (viii)) thereof), “"paid in full” " means, with respect to any Obligations, payment in cash or cash collateralization of all amounts owing under the Loan Documents in respect of such Obligations, 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, Prepayment Premium, expense reimbursements and indemnities proceeding, except to the extent that default or overdue interest (but not any other interest) and fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), "paid in full" means payment in cash of all amounts owing under the Loan Documents in respect of such Obligations 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, expense reimbursements and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest indemnities (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 in each case of the foregoing which would accrue 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 Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 4.03 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 4.03 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lenders: (a) all All payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections Section 2.06 hereof to the extent set forth in any written agreement among the Agents and 7.01(f) hereofthe Lenders) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Collateral Agent or the Required Lenders shall, apply all payments in respect of any Obligations, including without limitation, all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (ii) second, ratably to pay interest then due and payable in respect of the Agent Advances until paid in full; (iii) third, ratably to pay principal of the Agent Advances until paid in full; (iv) fourth, ratably to pay the Revolving Loan Obligations in respect of any fees (other than any Applicable Prepayment Premium) ), expense reimbursements, indemnities and indemnities other amounts then due and payable to the Revolving Loan Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable and principal in respect of the Revolving Loans until paid in full; (vi) sixth, ratably to pay principal the Term Loan Obligations in respect of any fees (other than any Applicable Premium), expense reimbursements indemnities and other amounts then due and payable to the Loans Term Loan Lenders until paid in full; (vii) seventh, ratably to pay interest then due and payable and principal in respect of the Term Loan until paid in full; (viii) eighth, ratably to pay the Obligations in respect of any the Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viiiix) eighthninth, to the ratable payment of all other Obligations then due and payablepayable until paid in full; and (x) tenth, to the Borrowers or whomever shall be entitled thereto to the extent permitted by Requirements of Law. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii)), “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest4.03(b) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 Proceeding. (ed) In the event of a direct conflict between the priority provisions of this Section 4.04 4.03 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 4.03 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lendershereof: (a) all All payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections 2.06 and 7.01(fSection 2.06(a) hereof) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Collateral Agent or the Required Lenders shall, apply all payments in respect of any Obligations, including without limitation, all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (ii) second, ratably to pay interest then due and payable in respect of the Collateral Agent Advances until paid in full; (iii) third, ratably to pay principal of the Collateral Agent Advances until paid in full; (iv) fourth, ratably to pay the Term Loan Obligations in respect of any fees (other than any Applicable Prepayment Premium) ), expense reimbursements, indemnities and indemnities other amounts then due and payable to the Term Loan Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Loans Term Loan until paid in full; (vi) sixth, ratably to pay principal of the Loans Term Loan until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viii) eighth, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), 4.03(b) (other than clause (viii)) thereof), “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 Proceeding. (ed) In the event of a direct conflict between the priority provisions of this Section 4.04 4.03 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 4.03 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 3.04 hereof and to any written agreement among the Agents Administrative Agent and/or the Lenders: (a) all All payments of principal and interest in respect of outstanding Loans, all payments in respect of the Letters of Credit, all payments of fees (other than the fees set forth in Sections Section 2.06 hereof, fees with respect to Letters of Credit provided for in Section 3.01(k) and 7.01(f) hereofthe audit and collateral monitoring fee provided for in Section 4.01, in each case, to the extent set forth in a written agreement among the Administrative Agent and the Lenders) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of LoansLoans or LC Exposure, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Lenders shall, notwithstanding any terms to the contrary set forth in this Agreement or any other Loan Document apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any feesfees (including any fees or charges assessed by the Issuing Bank), expense reimbursements, indemnities and other amounts then due and payable to the Agents Administrative Agent, the Collateral Agent or the Issuing Bank until paid in full; (ii) second, ratably to pay interest then due and payable the Obligations in respect of any fees (including Letter of Credit Fees payable to the Agent Advances Lenders), expense reimbursements and indemnities then due to the Lenders until paid in full; (iii) third, ratably to pay principal interest due in respect of the Agent Advances until paid in full; (iv) fourth, ratably to pay principal of the Obligations in respect of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Lenders Agent Advances until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Revolving Credit Loans and LC Exposure until paid in full; (vi) sixth, ratably to pay principal of the Revolving Credit Loans until paid in full; and LC Exposure (vii) seventhor, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders extent such LC Exposure are contingent to provide cash collateral in an amount up to 105% of such LC Exposure which collateral shall be released upon all such Events of Default ceasing to continue) until paid in full; and (viiivii) eighthseventh, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), ) (other than clause (viiivii) of Section 4.04(b)), “"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, except to the extent that default or overdue interest (but not any other interest), loan fees, service fees, professional fees, expense reimbursements, or other fees and expenses, each arising from or related to a default are disallowed in cash any Insolvency Proceeding, and, for purposes of clause (vii) of Section 4.04(b), "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 same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to of the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not the same foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lenders: (a) all All payments of principal and interest in respect of outstanding Loans, all payments in respect of the Letter of Credit Obligations, all payments of fees (other than the fees set forth in Sections Section 2.06 and 7.01(f) hereof) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of LoansLoans or Letter of Credit Obligations, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Collateral Agent or the Required Lenders shall, apply all payments in respect of any Obligations and proceeds of the Collateral, subject to the provisions of this Agreement, as follows: (i) except to the extent provided in clause (iii) below, with respect to Revolver Priority Collateral Proceeds and payments made using Revolver Priority Collateral Proceeds, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts (other than interest or principal of the Loans) then due and payable to the Agents or the L/C Issuer (in each case, solely with respect to the Revolving Loan Obligations as reasonably determined by the Administrative Agent) until paid in full; (iiB) second, ratably to pay the Obligations in respect of any fees (excluding any Applicable Prepayment Premium), expense reimbursements and indemnities then due and payable to the Revolving Loan Lenders until paid in full; (C) third, ratably to pay interest then due and payable in respect of the Agent Advances until paid in full; (iiiD) thirdfourth, ratably to pay principal of the Agent Advances until paid in full; (E) fifth, ratably to pay interest then due and payable in respect of the Revolving Loans and Reimbursement Obligations until paid in full; (F) sixth, ratably to pay principal of the Revolving Loans and Letter of Credit Obligations (or, to the extent such Obligations are contingent, to provide Cash Collateral in respect of such Obligations) until paid in full; (G) seventh, ratably to pay the Bank Product Obligations in an amount not to exceed the amount of the Bank Product Reserve; (H) eighth, ratably to pay the Obligations in respect of any fees (excluding any Applicable Prepayment Premium), expense reimbursements and indemnities then due and payable to the Term Loan Lenders until paid in full; (I) ninth, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; (J) tenth, ratably to pay principal of the Term Loan until paid in full; (N) eleventh, ratably to pay any Applicable Prepayment Premium then due and payable until paid in full to the Lenders; (O) twelfth, ratably to pay Bank Product Obligations to the extent not paid under clause (G) above; and (P) thirteenth, to the ratable payment of all other Obligations then due and payable until paid in full; (ii) except to the extent provided in clause (iv) below, with respect to Term Priority Collateral Proceeds and payments made using Term Priority Collateral Proceeds, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts (other than interest or principal of the Loans) then due and payable to the Agents (in each case, solely with respect to the Term Loan Obligations as reasonably determined by the Collateral Agent) until paid in full; (B) second, ratably to pay the Obligations in respect of any fees (excluding any Applicable Prepayment Premiums), expense reimbursements and indemnities then due and payable to the Term Loan Lenders until paid in full; (C) third, ratably to pay interest then due and payable in respect of the Agent Advances until paid in full; (D) fourth, ratably to pay principal of the Agent Advances until paid in full; (E) fifth, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; (F) sixth, ratably to pay principal of the Term Loan until paid in full; (G) seventh, ratably to pay the Obligations in respect of any fees (other than any Applicable Prepayment Premium) ), expense reimbursements and indemnities then due and payable to the Revolving Loan Lenders until paid in full; (vH) fiftheighth, ratably to pay interest then due and payable in respect of the Revolving Loans and Reimbursement Obligations until paid in full; (viI) sixthninth, ratably to pay principal of the Revolving Loans and Letter of Credit Obligations (or, to the extent such Obligations are contingent, to provide Cash Collateral in respect of such Obligations) until paid in full; (viiL) seventhtenth, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; (M) eleventh, ratably to pay Bank Product Obligations; and (viiiN) eighthtwelfth, to the ratable payment of all other Obligations then due and payablepayable until paid in full; and (iii) with respect to the Proceeds of any Disposition of all or substantially all of the assets or Equity Interests of any Person or any insurance which Disposition or proceeds of insurance includes both (x) Revolver Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied in a manner mutually determined by the Agents acting reasonably and in good faith. (c) In each instance, so long as no Event of Default has occurred and is continuingcontinuing and except as otherwise expressly provided herein, Section 4.04(b4.03(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower Borrowers to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), 4.03(b) (other than clause (viiiP) of Section 4.03(b)(i) and clause (N) of Section 4.03(b)(ii)), “"paid in full” means " means, with respect to any Obligations, payment in cash or Cash Collateralization (as applicable) of all amounts owing under the Loan Documents in respect of such Obligations, 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, expense reimbursements and indemnities Proceeding, except to the extent that default or overdue interest (but not any other interest) and fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (F) of Section 4.03(b)(i) and clause (I) of Section 4.03(b)(ii), "paid in full" means payment in cash or Cash Collateralization (as applicable) of all amounts owing under the Loan Documents in respect of such Obligations 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, expense reimbursements and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest indemnities (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 in each case of the foregoing which would accrue 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 Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 4.03 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 4.03 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the LendersHolders: (a) all payments of principal and interest in respect of outstanding LoansNotes, all payments of fees (other than the fees set forth in Sections 2.06 Section 2.06(b) hereof and 7.01(f) hereofthe audit and collateral monitoring expenses provided for in Section 5.01) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders Holders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of LoansNotes, as designated in writing by the Person making payment when the payment is made. (b) After Either before or after the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Lenders Holders shall, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (ii) second, ratably to pay interest then due and payable the Obligations in respect of any fees, expense reimbursements and indemnities then due to the Agent Advances Holders until paid in full; (iii) third, ratably to pay principal interest due in respect of the Agent Advances Notes until paid in full; (iv) fourth, ratably to pay the Obligations in respect of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Loans until paid in full; (vi) sixth, ratably to pay principal of the Loans until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders Notes until paid in full; and (viiiv) eighthfifth, to the ratable payment of all other Obligations then due and payablepayable (or, to the extent such Obligations are contingent, to provide cash collateral in respect of such Obligations). (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii)), “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 5.04 and other provisions contained in any other Loan Note Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 5.04 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or or the Lenders: (a) all payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the audit and collateral monitoring fees set forth provided for in Sections 2.06 and 7.01(f) hereofSection 4.01) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, Loans as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Lenders shall, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this AgreementAgreement and the other Loan Documents, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (ii) second, ratably to pay interest then due and payable in respect of the Collateral Agent Advances until paid in full; (iii) third, ratably to pay principal of the Collateral Agent Advances until paid in full; (iv) fourth, ratably to pay the Obligations in respect of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Term Loan Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Loans Term Loan until paid in full; (vi) sixth, ratably to pay principal of the Loans Term Loan until paid in full; , and (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viii) eighth, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers Borrower specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans Loan in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii)), “paid in full” means with respect to any Obligations, payment in cash of all amounts owing under the Loan Documents according to the terms thereofin respect of such Obligations, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding)interest, default interest, interest on interest, expense reimbursements and expense reimbursementsindemnities, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 in each case any of the foregoing which would accrue after the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, Proceeding irrespective of whether or not the same would be or a claim is allowed or disallowed allowable in whole or in part in any such Insolvency Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lenders: (a) all payments of principal and interest in respect of outstanding Revolving Loans, all payments in respect of the Reimbursement Obligations, all payments of fees (other than the fees set forth in Sections Section 2.06 hereof to the extent set forth in a written agreement among the Agents and 7.01(f) hereofthe Lenders, fees with respect to Letters of Credit provided for in Section 3.02(b)) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of LoansRevolving Loans or Letter of Credit Obligations, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Lenders shall, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents or the L/C Issuer until paid in full; (ii) second, ratably to pay interest then due and payable the Obligations in respect of any fees and indemnities then due to the Agent Advances Lenders until paid in full; (iii) third, ratably to pay principal interest due in respect of the Agent Advances Revolving Loans and Reimbursement Obligations until paid in full; (iv) fourth, ratably to pay principal of the Revolving Loans, Letter of Credit Obligations (or, to the extent such Obligations are contingent, to provide cash collateral in respect of any fees (other than any Applicable Prepayment Premium) such Obligations), Hedging Liability and indemnities then due Funds Transfer and payable to the Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Loans until paid in full; (vi) sixth, ratably to pay principal of the Loans until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders Deposit Account Liability until paid in full; and (viiiv) eighthfifth, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), ) (other than clause (viii)v) thereof), “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 in cash each case interest and such fees accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements irrespective of whether a claim is allowable in such Insolvency Proceeding, except to the extent that default interest (but not any other interest) and fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of such clause (v) thereof, “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 and fees accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to of the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not the same foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (ed) In the event of a direct conflict between the priority provisions of this Section 4.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lendershereof: (a) all payments of principal and interest in respect of outstanding Loans, all payments in respect of the Reimbursement Obligations, all payments of fees (other than the fees set forth in Sections 2.06 and 7.01(fSection 2.06(c) hereof, fees with respect to Letters of Credit provided for in Section 3.03(b)(ii) and the audit and collateral monitoring fee provided for in Section 4.01) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of LoansLoans or Letter of Credit Obligations, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Lenders shall, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents Agent or the L/C Issuer until paid in full; (ii) second, ratably to pay interest then due and payable the Revolving Loan Obligations in respect of any fees and indemnities then due to the Agent Advances Revolving Loan Lenders until paid in full; (iii) third, ratably to pay principal interest due in respect of the Revolving Loans, Agent Advances and Reimbursement Obligations until paid in full; (iv) fourth, ratably to pay principal of the Revolving Loans, Agent Advances and Letter of Credit Obligations (or, to the extent such Obligations are contingent, to provide cash collateral in respect of any fees (other than any Applicable Prepayment Premiumsuch Obligations) and indemnities then due and payable to the Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable the Term Loan Obligations in respect of any fees and indemnities then due to the Loans Term Loan A Lenders until paid in full; (vi) sixth, ratably to pay principal interest due in respect of the Loans Term Loan A until paid in full; (vii) seventh, ratably to pay principal of the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders Term Loan A until paid in full; and (viii) eighth, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans Loan A in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii)), “"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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursementscase, whether or not the same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lendershereof: (a) all All payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections Section 2.06 and 7.01(f) hereof) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. [***] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE COMMISSION. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent mayshall apply all payments in respect of any Obligations, and upon the direction of the Required Lenders shallincluding without limitation, apply all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (ii) second, ratably to pay interest then due and payable in respect of the Collateral Agent Advances until paid in full; (iii) third, ratably to pay principal of the Collateral Agent Advances until paid in full; (iv) fourth, ratably to pay the Obligations in respect of any fees (other than any Applicable Prepayment Premium) ), expense reimbursements, indemnities and indemnities other amounts then due and payable to the Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Loans until paid in full; (vi) sixth, ratably to pay principal of the Loans until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viii) eighth, ratably to the ratable payment of pay all other Obligations then due and payablepayable until paid in full. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), 4.03(b) (other than clause (viii)) thereof), “"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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “"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 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 Proceeding. (ed) In the event of a direct conflict between the priority provisions of this Section 4.04 4.03 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 4.03 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lendershereof: (a) all All payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections Section 2.06 and 7.01(f) hereof) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Collateral Agent or the Required Lenders shall, apply all payments in respect of any Obligations, including without limitation, all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (ii) second, ratably to pay interest then due and payable in respect of the Collateral Agent Advances until paid in full; (iii) third, ratably to pay principal of the Collateral Agent Advances until paid in full; (iv) fourth, [reserved]; (v) fifth, [reserved], (v) sixth, [reserved]; (vii) seventh, [reserved]; (viii) eighth, ratably to pay the Term Loan Obligations in respect of any fees (other than any Applicable Prepayment Premium) ), expense reimbursements, indemnities and indemnities other amounts then due and payable to the Term Loan Lenders until paid in full; (vix) fifthninth, ratably to pay interest then due and payable in respect of the Loans Term Loan until paid in full; (vix) sixthtenth, ratably to pay principal of the Loans Term Loan until paid in full; (viixi) seventheleventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viiixii) eighthtwelfth, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), 4.03(b) (other than clause (viii)xi) thereof), “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viiib)(xi), “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 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 Proceeding. (ed) In the event of a direct conflict between the priority provisions of this Section 4.04 4.03 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 4.03 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement agreements among the Agents and/or the Lenders: (a) all All payments of principal and interest in respect of outstanding Loans, all payments in respect of the Letters of Credit, all payments of fees (other than the fees set forth in Sections Section 2.06 hereof, fees with respect to Letters of Credit provided for in Section 3.02(b), and 7.01(f) hereofthe audit and collateral monitoring fee provided for in Section 5.01) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of LoansLoans or Letter of Credit Obligations, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent mayshall, and upon the direction of the Collateral Agent or the Required Lenders shallLenders, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents or the L/C Issuer, until paid in full; (ii) second, ratably to pay interest then due and payable the Obligations in respect of any fees and indemnities then due to the Agent Advances Lenders, until paid in full; (iii) third, ratably to pay principal interest due in respect of the Collateral Agent Advances Advances, until paid in full; (iv) fourth, ratably to pay the Obligations interest due in respect of any fees (other than any Applicable Prepayment Premium) the Loans and indemnities then due and payable Obligations consisting of scheduled or periodic payments with respect to the Lenders Hedging Agreements or Treasury Management Agreements, until paid in full; (v) fifth, ratably to pay interest then due and payable in respect principal of the Loans Collateral Agent Advances, until paid in full; (vi) sixth, ratably to pay principal of the Loans until paid in full; and Letter of Credit Obligations (vii) seventhor, ratably to pay the extent such Obligations are contingent, to provide cash collateral in respect of any Applicable Prepayment Premium then due such Obligations) and payable Obligations consisting of termination or other payments with respect to the Lenders Hedging Agreements or Treasury Management Agreements, until paid in full; and (viiivii) eighthseventh, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b5.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans Loan in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii)), “"paid in full” " means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including including, without limitation, all loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding)interest, default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 5.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 5.04 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lendershereof: (a) all payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth audit and collateral monitoring fee provided for in Sections 2.06 and 7.01(f) hereofSection 3.01) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Lenders shall, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents Agent until paid in full; (ii) second, ratably to pay interest then due and payable the Obligations in respect of any fees and indemnities then due to the Agent Advances Lenders until paid in full; (iii) third, ratably to pay principal interest due in respect of the Agent Advances Loans until paid in full; (iv) fourth, ratably to pay the Obligations in respect of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Loans until paid in full; (vi) sixth, ratably to pay principal of the Loans until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viiiv) eighthfifth, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii)3.04(b), “paid in full” means payment in cash of all amounts owing under the Loan Documents according with respect to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including shall include interest accrued after the commencement of any Insolvency Proceeding), default interest, Proceeding irrespective of whether a claim for such interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed allowable in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 such Insolvency Proceeding. (ed) In the event of a direct conflict between the priority provisions of this Section 4.04 3.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 3.04 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or or the Lenders: (a) all payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the audit and collateral monitoring fees set forth provided for in Sections 2.06 and 7.01(f) hereofSection 4.01) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, Loans as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Lenders shall, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (ii) second, ratably to pay interest then due and payable in respect of the Collateral Agent Advances until paid in full; (iii) third, ratably to pay principal of the Collateral Agent Advances until paid in full; (iv) fourth, ratably to pay the Obligations in respect of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Revolving Loan Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Revolving Loans until paid in full; (vi) sixth, ratably to pay principal of the Revolving Loans until paid in full; (viivi) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium fees and indemnities then due and payable to the Term Loan Lenders until paid in full; and (viii) eighth, ratably to pay interest due in respect of the Term Loan until paid in full; (ix) ninth, ratably to pay principal of the Term Loan until paid in full, and (x) tenth, to the ratable payment of all other Obligations then due and payablepayable until paid in full. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers Borrower specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans Loan in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii)), x) thereof) “paid in full” means with respect to any Obligations, payment in cash of all amounts owing under the Loan Documents according to the terms thereofin respect of such Obligations, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding)interest, default interest, interest on interest, expense reimbursements and expense reimbursementsindemnities, specifically including in each case any of the foregoing which would accrue after the commencement of any Insolvency Proceeding irrespective of whether or not same would be or a claim is allowed or disallowed allowable in whole or in part in any such Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of such clause (viiix), “paid in full” means with respect to any Obligations, payment in cash of all amounts owing under the Loan Documents according to the terms thereofin respect of such Obligations, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding)interest, default interest, interest on interest, expense reimbursements and expense reimbursementsindemnities, specifically including in each case any of the foregoing which would accrue after the commencement of any Insolvency Proceeding irrespective of whether or not the same would be or a claim is allowed or disallowed allowable in whole or in part in any such Insolvency Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lendershereof: (a) all All payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections Section 2.06 and 7.01(f) hereof) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Collateral Agent or the Required Lenders shall, apply all payments in respect of any Obligations, including without limitation, all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (ii) second, ratably to pay interest then due and payable in respect of the Collateral Agent Advances until paid in full; (iii) third, ratably to pay principal of the Collateral Agent Advances until paid in full; (iv) fourth, ratably to pay the Obligations in respect of any fees (other than any Applicable Prepayment Premium) ), expense reimbursements, indemnities and indemnities other amounts then due and payable to the Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Loans until paid in full; (vi) sixth, ratably to pay principal of the Loans until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viii) eighth, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii)4.03(b), “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including the Applicable Premium, 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 same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 128498985v11 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 Proceeding. (ed) In the event of a direct conflict between the priority provisions of this Section 4.04 4.03 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 4.03 shall control and govern.

Apportionment of Payments. (i) Subject to the provisions of Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lenders: (a) 2.06(c)(ii), all payments of principal and interest in respect of outstanding Loans, Loans and all payments of fees (other than the fees as set forth in Sections 2.06 and 7.01(f) hereofSection 4.01) and all other payments in respect of any other Obligations, Obligation shall be allocated by among the Administrative Agent among such of the Lenders as are entitled theretoLenders, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment at the time when the such payment is made. All such payments and any other proceeds of Collateral or other amounts received by the Administrative Agent from or on behalf of the Borrower shall be promptly applied to pay all Obligations of the Borrower then due and payable. (bii) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and shall upon the direction acceleration of the Required Lenders shallObligations pursuant to Section 10.01, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject Collateral to the provisions of this Agreement, Obligations in the following order: (iA) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and or other amounts liabilities then due and payable to the Agents until paid in full; Administrative Agent or the Collateral Agent; (iiB) second, ratably to pay interest then due and payable in respect of the Agent Advances until paid in full; (iii) third, ratably to pay principal of the Agent Advances until paid in full; (iv) fourth, ratably to pay the Obligations in respect of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Lenders until paid in full; Agents and the Lenders; (vC) fifththird, ratably to pay interest then due and payable in respect of the Loans until paid in full; Loans; (viD) sixthfourth, ratably to pay principal of the Loans until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to principal outstanding on the Lenders until paid in fullLoans; and and (viiiE) eighthfifth, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii)), “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency ProceedingObligations; provided, however, that for if sufficient funds are not available to fund all payments to be made in respect of any of the purposes Obligations described in any of clause the foregoing clauses (viiiA) through (E), “paid the available funds being applied with respect to any such Obligations referred to in full” means payment in cash any one of all amounts owing under the Loan Documents according such clauses shall be allocated to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement payment 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 Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions Obligations in such documents shall be read together clause ratably, based on the proportion of each Agent’s and construed, to each Lender’s interest in the fullest extent possible, to be aggregate outstanding Obligations described in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 shall control and governsuch clauses.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lenders: (a) all payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections 2.06 and 7.01(f) hereof) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Lenders shall (or in the case of an acceleration of the Obligations, the Administrative Agent shall), apply all proceeds of the Collateral, subject to Collateral and all amounts received by the provisions Administrative Agent on account of this Agreement, the Obligations (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (ii) second, ratably to pay interest then due and payable in respect of the Agent Advances until paid in full[reserved]; (iii) third, ratably to pay principal of the Agent Advances until paid in full[reserved]; (iv) fourth, ratably to pay the Obligations in respect of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Loans until paid in full; (vi) sixth, ratably to pay principal of the Loans until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viii) eighth, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viiivi)), “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viiivi), “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 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 Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lenders: (a) all payments of principal and interest in respect of outstanding Loans, all payments in respect of the Reimbursement Obligations, all payments of fees (other than the fees set forth in Sections Section 2.06 hereof to the extent set forth in a written agreement among the Agents and 7.01(fthe Lenders, fees with respect to Letters of Credit provided for in Section 3.03(b)(ii) hereofand the audit and collateral monitoring fee provided for in Section 4.01) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of LoansLoans or Letter of Credit Obligations, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Lenders shall, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents or the L/C Issuer until paid in full; (ii) second, ratably to pay interest then due and payable the Revolving Loan Obligations in respect of any fees and indemnities then due to the Agent Advances Revolving Loan Lenders until paid in full; (iii) third, ratably to pay principal interest due in respect of the Revolving Loans, Collateral Agent Advances and Reimbursement Obligations until paid in full; (iv) fourth, ratably to pay principal of the Revolving Loans, Collateral Agent Advances and Letter of Credit Obligations (or, to the extent such Obligations are contingent, to provide cash collateral in respect of any fees (other than any Applicable Prepayment Premiumsuch Obligations) and indemnities then due and payable to the Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable the Term Loan Obligations in respect of any fees and indemnities then due to the Loans Term Loan Lenders until paid in full; (vi) sixth, ratably to pay principal interest due in respect of the Loans Term Loan until paid in full; (vii) seventh, ratably to pay principal of the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders Term Loan until paid in full; , and (viii) eighth, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers Borrower specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans Loan in accordance with the terms and conditions of Section 2.05.. -51- (d) For purposes of Section 4.04(b), (other than clause (viii)), “"paid in full” means payment in cash of all amounts owing under the Loan Documents according " with respect to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including shall include interest accrued after the commencement of any Insolvency Proceeding), default interest, Proceeding irrespective of whether a claim for such interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed allowable in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 such Insolvency Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lendershereof: (a) all payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth audit and collateral monitoring fee provided for in Sections 2.06 and 7.01(f) hereofSection 2.06(d)) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Lenders shall, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents Agent until paid in full; (ii) second, ratably to pay interest then due and payable the Obligations in respect of any fees and indemnities then due to the Agent Advances Lenders until paid in full; (iii) third, ratably to pay principal interest due in respect of the Agent Advances Loans until paid in full; (iv) fourth, ratably to pay the Obligations in respect of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Loans until paid in full; (vi) sixth, ratably to pay principal of the Loans until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viiiv) eighthfifth, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b3.03(b), (other than clause (viii)), “"paid in full” means payment in cash of all amounts owing under the Loan Documents according " with respect to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including shall include interest accrued after the commencement of any Insolvency Proceeding), default interest, Proceeding irrespective of whether a claim for such interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed allowable in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 such Insolvency Proceeding. (ed) In the event of a direct conflict between the priority provisions of this Section 4.04 3.03 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 3.03 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lenders: (a) all payments of principal and interest in respect of the outstanding LoansTerm Loan, all payments of fees (other than the audit and collateral monitoring fees set forth provided for in Sections 2.06 and 7.01(f) hereofSection 4.01) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, the Term Loan as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Lenders shall, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (ii) second, ratably to pay interest any fees and indemnities then due and payable in respect of to the Agent Advances Lenders until paid in full; (iii) third, ratably to pay principal interest due in respect of the Agent Advances Term Loan until paid in full; (iv) fourth, ratably to pay principal of the Obligations in respect of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Lenders Term Loan until paid in full; , and (v) fifth, ratably to pay interest then due and payable in respect of the Loans until paid in full; (vi) sixth, ratably to pay principal of the Loans until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viii) eighth, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers Borrower specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans Loan in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii))the foregoing, “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lendershereof: (a) all payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees as set forth in Sections 2.06 a written agreement among the Agent and 7.01(f) hereofthe Lenders and the audit and collateral monitoring fee provided for in Section 3.01) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Lenders shall, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents Agent until paid in full; (ii) second, ratably to pay interest then due and payable the Obligations in respect of any fees and indemnities then due to the Agent Advances Lenders until paid in full; (iii) third, ratably to pay principal interest due in respect of the Agent Advances until paid in full; (iv) fourth, ratably to pay principal of the Obligations in respect of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Lenders Agent Advances until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Loans Term Loan A until paid in full; (vi) sixth, ratably to pay principal of the Loans Term Loan A until paid in full; (vii) seventh, ratably to pay the Obligations interest due in respect of any Applicable Prepayment Premium then due and payable to the Lenders Term Loan B until paid in full; and (viii) eighth, ratably to pay principal of the Term Loan B until paid in full, and (ix) ninth, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b3.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan any specified Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the any Term Loans Loan in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii)3.04(b), “paid in full” means payment in cash of all amounts owing under the Loan Documents according with respect to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including shall include interest accrued after the commencement of any Insolvency Proceeding), default interest, Proceeding irrespective of whether a claim for such interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed allowable in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 such Insolvency Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 3.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 3.04 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lendershereof: (a) all 1. All payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections 2.06 and 7.01(f) hereof) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) 2. After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Lenders (or upon the acceleration of the Obligations in accordance with Section 9.01 or the occurrence of an Event of Default under Section 9.01(a) on the Final Maturity Date) shall, apply all payments in respect of any Obligations, including without limitation, all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents Agent until paid in full; (ii) second, ratably to pay interest then due and payable in respect of the Agent Advances until paid in full; (iii) third, ratably to pay principal of the Agent Advances until paid in full; (iv) fourth, ratably to pay the Revolving Loan Obligations in respect of any fees (other than any Applicable Prepayment Premium) ), expense reimbursements, indemnities and indemnities other amounts then due and payable to the Revolving Loan Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Revolving Loans until paid in full; (vi) sixth, ratably to pay principal of the Revolving Loans until paid in full; (vii) seventh, ratably to pay the Term Loan Obligations in respect of any fees (other than any Applicable Premium), expense reimbursements, indemnities and other amounts then due and payable to the Term Loan Lenders until paid in full; (viii) eighth, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; (ix) ninth, ratably to pay principal of the Term Loan (including the PIK Amount) until paid in full; (x) tenth, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viiixi) eightheleventh, to the ratable payment of all other Obligations then due and payablepayable until paid in full. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) 3. For purposes of Section 4.04(b), 4.03(b) (other than clause (viii)xi) thereof), “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viiixi), “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 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 Proceeding. (e) In 0. Xx the event of a direct conflict between the priority provisions of this Section 4.04 4.03 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 4.03 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lenders: (a) all payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the audit and collateral monitoring fees set forth provided for in Sections 2.06 and 7.01(f) hereofSection 4.01) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Lenders shall, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (ii) second, ratably to pay interest then due and payable the Revolving Loan Obligations in respect of any fees and indemnities then due to the Agent Advances Revolving Loan Lenders until paid in full; (iii) third, ratably to pay principal interest due in respect of the Revolving Loans and Collateral Agent Advances until paid in full; (iv) fourth, ratably to pay principal of the Obligations in respect of any fees (other than any Applicable Prepayment Premium) Revolving Loans and indemnities then due and payable to the Lenders Collateral Agent Advances until paid in full; (v) fifth, ratably to pay interest then due and payable the Term Loan Obligations in respect of any fees and indemnities then due to the Loans Term Loan Lenders until paid in full; (vi) sixth, ratably to pay principal interest due in respect of the Loans Term Loan until paid in full; (vii) seventh, ratably to pay principal of the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders Term Loan until paid in full; , and (viii) eighth, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers Borrower specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans Loan in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b)the foregoing, (other than clause (viii)), “"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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lendershereof: (a) all All payments of principal and interest in respect of outstanding Loans, all payments of fees (other than to the fees set forth extent expressly provided in Sections 2.06 and 7.01(f) hereofthe Fee Letter) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Collateral Agent or the Required Lenders shall, apply all proceeds of the Collateral, subject to the provisions of this Agreement, as follows: (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due (other than interest or principal of the Term Loan) and payable to the Agents until paid in full; ; (ii) second, ratably to pay interest then due and payable in respect of the Collateral Agent Advances until paid in full; ; (iii) third, ratably to pay principal of the Collateral Agent Advances until paid in full; ; (iv) fourth, ratably to pay the Term Loan Obligations in respect of any fees (other than any Applicable Prepayment Premium) ), expense reimbursements, indemnities and indemnities other amounts then due and payable to the Term Loan Lenders until paid in full; ; (v) fifth, ratably to pay interest then due and payable in respect of the Loans Term Loan until paid in full; ; (vi) sixth, ratably to pay principal of the Loans Term Loan until paid in full; ; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and and (viii) eighth, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), 4.03(b) (other than clause (viii)) thereof), “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 Proceeding. (ed) In the event of a direct conflict between the priority provisions of this Section 4.04 4.03 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 4.03 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lendershereof: (a) all All payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections Section 2.06 and 7.01(f) hereof) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Collateral Agent or the Required Lenders shall, apply all payments in respect of any Obligations, including without limitation, all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid Paid in fullFull; (ii) second, ratably to pay interest then due and payable in respect of the Collateral Agent Advances until paid Paid in fullFull; (iii) third, ratably to pay principal of the Collateral Agent Advances until paid Paid in fullFull; (iv) fourth, ratably to pay the Term Loan Obligations in respect of any fees (other than any Applicable Prepayment Premium) ), expense reimbursements, indemnities and indemnities other amounts then due and payable to the Term Loan Lenders until paid Paid in fullFull; (v) fifth, ratably to pay interest then due and payable in respect of the Loans Term Loan until paid Paid in fullFull; (vi) sixth, ratably to pay principal of the Loans Term Loan until paid Paid in fullFull; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid Paid in fullFull; and (viii) eighth, to the ratable payment of all other Obligations then due and payablepayable and (ix) ninth, to the Administrative Borrower or such other Person entitled thereto under applicable law. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05[Reserved]. (d) For purposes of Section 4.04(b), (other than clause (viii)), “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 4.03 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 4.03 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lenders: (a) all All payments of principal and interest in respect of outstanding Loans, all payments in respect of the Reimbursement Obligations, all payments of fees with respect to the Obligations (other than the fees set forth in Sections Section 2.06 hereof to the extent set forth in a written agreement among the Agents and 7.01(fthe Lenders, fees with respect to Letters of Credit provided for in Section 3.03(b)(ii) hereofand the audit and collateral monitoring fee provided for in Section 4.01) and all other payments (including all proceeds of the Collateral received by either of the Agents) in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of LoansLoans or Letter of Credit Obligations, as designated by the Person making payment when the payment is made. (b) After Subject to paragraph (e) of this Section 4.04 and notwithstanding any other provision of this Agreement or any Loan Document to the contrary, after the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Revolving Lenders (or if the Total Revolving Credit Commitment has been terminated and all of the Revolving Loans have been repaid in full and the Letter of Credit Obligations have been returned for cancellation or cash collateralized in accordance with the provisions hereof, upon the direction of the Required Lenders) shall, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any feesfees (including any fees or charges assessed by the L/C Issuer), expense reimbursements, indemnities and other amounts then due and payable to the Agents or the L/C Issuer until paid in full; (ii) second, ratably to pay interest then due and payable the Revolving Loan Obligations in respect of any fees (including Letter of Credit Fees), expense reimbursements and indemnities then due to the Agent Advances Revolving Loan Lenders until paid in full; (iii) third, ratably to pay principal interest due in respect of the Agent Advances until paid in full; (iv) fourth, ratably to pay principal of the Obligations in respect of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Lenders Agent Advances until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Revolving Loans and Reimbursement Obligations until paid in full; (vi) sixth, ratably to pay principal of the Revolving Loans and Letter of Credit Obligations (or, to the extent such Obligations are contingent, to provide cash collateral in an amount up to 110% of such Obligations) then due and payable until paid in full; (vii) seventh, ratably to pay the Term Loan Obligations in respect of any Applicable Prepayment Premium fees, expense reimbursements and indemnities then due and payable to the Term Loan Lenders until paid in full; and (viii) eighth, ratably to pay interest due in respect of the Term Loan until paid in full; (ix) ninth, ratably to pay principal of the Term Loan then due and payable until paid in full and (x) tenth, to the ratable payment of all other Obligations then due and payable (including, without limitation, the Prepayment Premium) then due and payable. Notwithstanding anything to the contrary, the Prepayment Premium shall not be paid to any Lender until all other Obligations have been paid in full. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan specific Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii)), “"paid in full” " means payment in cash of all amounts owing under the Loan Documents according to the terms thereofDocuments, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding)interest, default interest, interest on interest, expense reimbursements and expense reimbursementsindemnities, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 in each case any of the foregoing which would accrue after the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, Proceeding irrespective of whether or not the same would be or a claim is allowed or disallowed allowable in whole or in part in any such Insolvency Proceeding. (e) Notwithstanding anything contained in this Agreement, including, without limitation, Section 2.05(d) and Section 4.04(b), after the occurrence and during the continuance of an Event of Default: (i) the proceeds from the Disposition of a Facility shall be applied to the Obligations in the following order of priority: (A) first, ratably to pay principal of the Term Loan then due and payable until paid in full; (B) second, ratably to pay interest due in respect of the Term Loan until paid in full; (C) third, ratably to pay the Term Loan Obligations in respect of any fees, expense reimbursements and indemnities then due to the Term Loan Lenders until paid in full; (D) fourth, ratably to pay the Obligations in respect of any fees (including any fees or charges assessed by the L/C Issuer), expense reimbursements, indemnities and other amounts then due to the Agents or the L/C Issuer until paid in full; (H) fifth, ratably to pay the Revolving Loan Obligations in respect of any fees (including Letter of Credit Fees), expense reimbursements and indemnities then due to the Revolving Loan Lenders until paid in full; (I) sixth, ratably to pay interest due in respect of the Agent Advances until paid in full; (J) seventh, ratably to pay principal of the Agent Advances until paid in full; (K) eighth, ratably to pay interest due in respect of the Revolving Loans and Reimbursement Obligations until paid in full; (L) ninth, ratably to pay principal of the Revolving Loans and Letter of Credit Obligations (or, to the extent such Obligations are contingent, to provide cash collateral in an amount up to 110% of such Obligations) then due and payable until paid in full; and (M) tenth, to the ratable payment of all other Obligations then due and payable (including, without limitation, the Prepayment Premium); and (ii) [intentionally omitted]. (f) In the event of a direct conflict between the priority provisions of this Section 4.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lenders:hereof: -71- 939843v.13 (a) all All payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections 2.06 and 7.01(fSection 2.06(a) hereof) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Collateral Agent or the Required Lenders shall, apply all payments in respect of any Obligations, including without limitation, all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (ii) second, ratably to pay interest then due and payable in respect of the Collateral Agent Advances until paid in full; (iii) third, ratably to pay principal of the Collateral Agent Advances until paid in full; (iv) fourth, ratably to pay the Term Loan Obligations in respect of any fees (other than any Applicable Prepayment Premium) ), expense reimbursements, indemnities and indemnities other amounts then due and payable to the Term Loan Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Loans Term Loan until paid in full; (vi) sixth, ratably to pay principal of the Loans Term Loan until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viii) eighth, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), 4.03(b) (other than clause (viii)) thereof), “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lenders: (a) all All payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections Section 2.06 and 7.01(f) hereof) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Collateral Agent or the Required Lenders shall, : (i) apply all payments in respect of any U.S. Obligations and all proceeds of the Collateral, subject to Collateral owned by the provisions of this Agreement, U.S. Loan Parties as follows: (iA) first, ratably to pay the U.S. Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (iiB) second, ratably to pay interest then due and payable in respect of the Collateral Agent Advances (other than Collateral Agent Advances made in respect of the BVI Borrower and its Subsidiaries) until paid in full; (iiiC) third, ratably to pay principal of the Collateral Agent Advances (other than Collateral Agent Advances made in respect of the BVI Borrower and its Subsidiaries) until paid in full; (ivD) fourth, ratably to pay the U.S. Obligations in respect of any fees (fees, expense reimbursements, indemnities and other than any Applicable Prepayment Premium) and indemnities amounts then due and payable to the Lenders until paid in full; (vE) fifth, ratably to pay interest then due and payable in respect of the Loans Initial Loan until paid in full; (viF) sixth, ratably to pay principal of the Loans Initial Loan until paid in full; (viiG) seventh, to the ratable payment of all other U.S. Obligations then due and payable; and (H) eighth, at the election of the Administrative Agent, to be held as cash collateral and/or applied to the ratable payment of any other Obligations, in such order as the Administrative Agent may elect; and (ii) apply all payments in respect of any BVI Obligations and all proceeds of the Collateral owned by the BVI Loan Parties as follows: (A) first, ratably to pay the BVI Obligations in respect of any Applicable Prepayment Premium fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (B) second, to pay interest then due and payable in respect of the Collateral Agent Advances made in respect of the BVI Borrower and its Subsidiaries until paid in full; (C) third, to pay principal of the Collateral Agent Advances made in respect of the BVI Borrower and its Subsidiaries until paid in full; (D) fourth, ratably to pay the BVI Obligations DOCID - 27822767.5 - 66 - ChangePro Comparison of 27822767v1 and 27822767v5 4/30/2018 in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Lenders until paid in full; (E) fifth, ratably to pay interest then due and payable in respect of the Additional Loan until paid in full; (viiiF) eighthsixth, ratably to pay principal of the Additional Loan until paid in full; (G) seventh, to the ratable payment of all other BVI Obligations then due and payable; and (H) eighth, to be held as cash collateral. (iii) Notwithstanding anything to the contrary set forth in this Section 4.03(b), no payments from or proceeds of BVI Collateral pledged by the BVI Borrower or any of its Subsidiaries shall be applied to pay any U.S. Obligation. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b4.03(b), (other than clause (viii)), “"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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 Proceeding. (ed) In the event of a direct conflict between the priority provisions of this Section 4.04 4.03 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 4.03 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents Agent and/or the Lenders: (a) all payments of principal and interest in respect of outstanding Loansthe Term Loan, all payments of fees (other than the fees Loan Servicing Fee set forth in Sections Section 2.06 hereof and 7.01(f) hereofthe audit and collateral monitoring fee provided for in Section 4.01) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loansthe Term Loan, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Lenders shall, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, (i) firstFIRST, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents Agent until paid in full; (ii) secondSECOND, ratably to pay interest then due and payable in respect of the Agent Advances until paid in full; (iii) thirdTHIRD, ratably to pay principal of the Agent Advances until paid in full; (iv) fourthFOURTH, ratably to pay the Obligations in respect of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Lenders until paid in full; (v) fifthFIFTH, ratably to pay interest then due and payable in respect of the Loans Term Loan until paid in full; (vi) sixthSIXTH, ratably to pay principal of the Loans Term Loan until paid in full; , and (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viii) eighthSEVENTH, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers Borrower specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans Loan in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii)), “"paid in full” means payment in cash of all amounts owing under the Loan Documents according " with respect to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including shall include interest accrued after the commencement of any Insolvency Proceeding), default interest, Proceeding irrespective of whether a claim for such interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed allowable in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 such Insolvency Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lendershereof: (a) all payments of principal and interest in respect of outstanding Loans, all payments in respects of Reimbursement Obligations, all payments of fees (other than the fees set forth in Sections Section 2.06 hereof to the extent set forth in a written agreement among the Agents and 7.01(f) hereofthe Lenders and the audit and collateral monitoring fees provided in Section 4.01) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among the Agents and such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of the Loans, as designated by the Person making payment when the payment is made. (b) After Notwithstanding anything to the contrary contained herein or in any other Loan Document (excluding Sections 2.05(c)(iv), 2.05(c)(vi) and Section 4.04(f)), prior to the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction all Ordinary Course Proceeds received by any of the Required Agents or the Lenders shall, apply all proceeds of the Collateral, subject shall be applied to the provisions Obligations in the following order of this Agreement, priority: (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (ii) second, ratably to pay interest then due and payable the Obligations in respect of any fees and indemnities then due to the Agent Advances Revolving Loan Lenders until paid in full; (iii) third, ratably to pay principal interest then due in respect of the Revolving Loans, Letter of Credit Obligations and Collateral Agent Advances (but excluding Collateral Agent Term Advances) until paid in full; (iv) fourth, ratably to pay principal of the Revolving Loans and Agent Advances and all other Revolving Loan Obligations in respect of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable the Obligations in respect of any fees and indemnities then due to the Loans Term Loan Lenders until paid in full; (vi) sixth, ratably to pay principal interest in respect of the Term Loans then due until paid in full; (vii) seventh, ratably to pay principal of the Obligations in respect of any Applicable Prepayment Premium Term Loans then due and payable to the Lenders until paid in full; and (viii) eighth, to the ratable payment of all other Obligations then due and payable (including the cash collateralization of any Letter of Credit in an amount equal to 110% of the amount of such Letter of Credit). (c) Notwithstanding anything to the contrary contained herein or in any other Loan Document (excluding Section 2.05(c) and (d)) and Section 4.04(f)), prior to the occurrence and the continuance of an Event of Default, all Collections and all other proceeds of Collateral (in each case, other than Ordinary Course Proceeds) received by any of the Agents or the Lenders shall be applied to the Obligations in the following order of priority: (i) first, ratably to pay the principal then due of the Term Loans (including Collateral Term Advances) until paid in full; (ii) second, ratably to pay principal then due of the Revolving Loans and Letter of Credit Obligations until paid in full; (iii) third, ratably to pay all other Revolving Loan Obligations then due until paid in full; (iv) fourth, ratably to pay principal then due of the Collateral Agent Advances until paid in full; (v) fifth, ratably to pay interest then due in respect of the Term Loans until paid in full; (vi) sixth, ratably to pay interest then due in respect of the Revolving Loans and Letter of Credit Obligations until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any fees and indemnities then due to the Term Loan Lenders until paid in full; (viii) eighth, ratably to pay the Obligations in respect of any fees and indemnities then due to the Revolving Loan Lenders until paid in full; (ix) ninth, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due to the Agents until paid in full; and (x) tenth, to the ratable payment of all other Obligations then due and payable (including the cash collateralization of any Letter of Credit in an amount equal to 110% of the amount of such Letter of Credit). (d) Notwithstanding anything contrary contained herein or in any other Loan Document, after the occurrence and during the continuance of an Event of Default, all Ordinary Course Proceeds shall be applied to the Obligations in the following order of priority: (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due to the Agents until paid in full; (ii) second, ratably to pay the Obligations in respect of any fees and indemnities then due to the Revolving Loan Lenders until paid in full; (iii) third, ratably to pay interest then due in respect of the Revolving Loans and Collateral Agent Advances until paid in full; (iv) fourth, ratably to pay principal of the Revolving Loans, Collateral Agent Advances, Letter of Credit Obligations and all other Revolving Loan Obligations until paid in full (or to the extent the Letter of Credit Obligations are contingent, to provide cash collateral in respect of such Obligations in an amount equal to 105% of such amount); (v) fifth, ratably to pay the Obligations in respect of any fees and indemnities then due to the Term Loan Lenders until paid in full; (vi) sixth, ratably to pay interest then due in respect of the Term Loan until paid in full; (vii) seventh, ratably to pay principal of the Term Loan (including Collateral Agent Term Advances) until paid in full; and (viii) eighth, to the ratable payment of all other Obligations. (e) Notwithstanding anything contrary contained herein or in any other Loan Document (including, without limitation, Section 2.05(d)) after the occurrence and during the continuance of an Event of Default, all Collections and all other proceeds of Collateral (in each case, other than Ordinary Course Proceeds) shall be applied to the Obligations in the following order of priority: (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due to the Agents until paid in full; (ii) second, ratably to pay the Obligations in respect of any fees and indemnities then due to the Term Loan Lenders until paid in full; (iii) third, ratably to pay interest then due in respect of the Term Loans until paid in full; (iv) fourth, ratably to pay principal of the Term Loans (including Collateral Agent Term Advances) until paid in full; (v) fifth, ratably to pay the Obligations in respect of any fees and indemnities then due to the Revolving Loan Lenders until paid in full; (vi) sixth, ratably to pay interest then due in respect of the Collateral Agent Advances until paid in full; (vii) seventh, ratably to pay principal of the Collateral Agent Advances until paid in full; (viii) eighth, ratably to pay interest due in respect of the Revolving Loans and Letter of Credit Obligations until paid in full; (ix) ninth, ratably to pay principal of the Revolving Loans and Letter of Credit Obligations and all other Revolving Loan Obligations until paid in full; (x) tenth, to provide cash collateral in respect of all Letter of Credit Obligations that are then contingent in an amount equal to 110% of such amount; and (xi) eleventh, to the ratable payment of all other Obligations then due and payable. (cf) In each instance, so long as no Default or Event of Default has occurred and is continuing, this Section 4.04(b) 4.04 shall not be deemed to apply to any payment by the Borrowers Borrower specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan specific Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (dg) For purposes of this Section 4.04(b), (other than clause (viii))4.04, “paid in full” means indefeasible 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 any Insolvency Proceeding irrespective of whether a claim for such interest is allocable in such Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not the same would be other fees and expenses, each arising from or is allowed or related to a default are disallowed in whole or in part in any Insolvency Proceeding. (eh) In the event of a direct conflict between the priority provisions of this Section 4.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents Agent and/or the Lenders: (a) all All payments of principal principal, interest and interest PIK Interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections Section 2.06 hereof and 7.01(f) hereofthe audit and collateral monitoring fee provided for in Section 3.01) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, may apply all payments in respect of any Obligations and upon the direction of the Required Lenders shall, apply all proceeds of the Collateral, subject to the provisions of this Agreement, (i) firstFIRST, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents Agent until paid in full; (ii) second, ratably to pay interest then due and payable in respect of the Agent Advances until paid in full; (iii) third, ratably to pay principal of the Agent Advances until paid in full; (iv) fourthSECOND, ratably to pay the Obligations in respect of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Lenders until paid in full; (vIII) fifthTHIRD, ratably to pay interest then due and payable in respect of the Loans until paid in full; (viiv) sixthFOURTH, ratably to pay PIK Interest due in respect of the Loans until paid in full; (v) FIFTH, ratably to pay the principal of the Loans until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viii) eighthSIXTH, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b3.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b3.04(b), (other than clause (viii)), “"paid in full” means payment in cash of all amounts owing under the Loan Documents according " with respect to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including shall include interest accrued after the commencement of any Insolvency Proceeding), default interest, Proceeding irrespective of whether a claim for such interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed allowable in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 such Insolvency Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 3.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 3.04 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lendershereof: (a) all All payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections 2.06 and 7.01(f) Section 2.07 hereof) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Collateral Agent or the Required Lenders shall, apply all payments in respect of any Obligations, including without limitation, all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (ii) second, ratably to pay interest then due and payable in respect of the Collateral Agent Advances until paid in full; (iii) third, ratably to pay principal of the Collateral Agent Advances until paid in full; (iv) fourth, ratably to pay the Revolving Loan Obligations in respect of any fees (other than any Applicable Prepayment Premium) ), expense reimbursements, indemnities and indemnities other amounts then due and payable to the Revolving Loan Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Revolving Loans until paid in full; (vi) sixth, ratably to pay principal of the Revolving Loans until paid in full; (vii) seventh, ratably to pay the Term Loan Obligations in respect of any fees (other than any Applicable Premium), expense reimbursements, indemnities and other amounts then due and payable to the Term Loan Lenders until paid in full; (viii) eighth, ratably to pay interest then due and payable in respect of the Term LoanLoans until paid in full; (ix) ninth, ratably to pay principal of the Term LoanLoans until paid in full; (x) tenth, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viiixi) eightheleventh, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii)), “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest4.03(b) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 Proceeding. (ed) In the event of a direct conflict between the priority provisions of this Section 4.04 4.03 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 4.03 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lenders: (a) all All payments of principal and interest in respect of outstanding Tranche A Revolving Loans, all payments of fees (other than the fees set forth in Sections 2.06 2.08(a) hereof to the extent set forth in a written agreement among the Agent and 7.01(f) hereofthe Tranche A Lenders) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Tranche A Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, Tranche A Revolving Loans as designated by the Person making payment when the payment is made. The Agent will promptly distribute any such payment to each Tranche A Lender, as appropriate, within one (1) Business Day of receipt. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Tranche A Lenders shall, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, Agreement (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents Agent as Agent until paid in full; (ii) second, ratably to pay interest then due and payable the Obligations in respect of any fees and indemnities then due to the Agent Advances Tranche A Lenders until paid in full; (iii) third, ratably to pay principal interest due in respect of the Tranche A Revolving Loans and Agent Advances until paid in full; (iv) fourth, ratably to pay principal of the Obligations in respect of any fees (other than any Applicable Prepayment Premium) Tranche A Revolving Loans and indemnities then due and payable to the Lenders Agent Advances until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Loans until paid in full; (vi) sixth, ratably to pay principal of the Loans until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viii) eighth, to the ratable payment of all other Obligations then due and payable. ; and (cvi) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii)), “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construedsixth, to the fullest extent possibleTranche B Purchasers, to be in concert with each other. In all amounts due under the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 shall control and governTranche B Guaranties.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lenders: (a) all payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the audit and collateral monitoring fees set forth provided for in Sections 2.06 and 7.01(f) hereofSection 4.01) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, Loans as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Lenders shall, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (ii) second, ratably to pay interest then due and payable in respect of the Collateral Agent Advances until paid in full; (iii) third, ratably to pay principal of the Collateral Agent Advances until paid in full; (iv) fourth, ratably to pay the Obligations in respect of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Revolving Loan Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Revolving Loans until paid in full; (vi) sixth, ratably, (A) in an amount up to the Hedging Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default, to pay the principal of the Hedging Obligations (or, to the extent such Obligations are contingent, to provide cash collateral in respect of such Obligations in an amount equal to 105% of the amount of such Obligations) until paid in full, and (B) ratably to pay principal of the Revolving Loans until paid in full; (viivi) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium fees and indemnities then due and payable to the Term Loan Lenders until paid in full; and (viii) eighth, ratably to pay interest due in respect of the Term Loan until paid in full; (ix) ninth, ratably to pay principal of the Term Loan until paid in full, and (x) tenth, to the ratable payment of all other Obligations then due and payablepayable until paid in full (including the cash collateralization of any contingent Hedging Obligations in an amount equal to 105% of the amount of such Hedging Obligations). (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05[Intentionally Omitted]. (d) For purposes of Section 4.04(b), (other than clause (viii))the foregoing, “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lenders: (a) all All payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections Section 2.06 and 7.01(f) hereof) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Collateral Agent or the Required Lenders shall, apply all payments in respect of any Obligations, including without limitation, all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (ii) second, ratably to pay interest then due and payable in respect of the Collateral Agent Advances until paid in full; (iii) third, ratably to pay principal of the Collateral Agent Advances until paid in full; (iv) fourth, ratably to pay the Obligations in respect of any fees (fees, expense reimbursements, indemnities and other than any Applicable Prepayment Premium) and indemnities amounts then due and payable to the Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Loans Loan until paid in full; (vi) sixth, ratably to pay principal of the Loans until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders Loan until paid in full; and (viiivii) eighthseventh, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), 4.03(b) (other than clause (viii)vii) thereof), “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viiivii), “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 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 Proceeding. (ed) In the event of a direct conflict between the priority provisions of this Section 4.04 4.03 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 4.03 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lenders2.02: (a) all All payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections 2.06 and 7.01(f) hereofSection 2.06) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Collateral Agent or the Required Lenders shall, apply all payments in respect of any Obligations, including without limitation, all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (ii) second, ratably to pay interest then due and payable in respect of the Collateral Agent Advances until paid in full; (iii) third, ratably to pay principal of the Collateral Agent Advances until paid in full; (iv) fourth, ratably to pay the Obligations in respect of any fees (other than any Applicable Prepayment Premium) ), expense reimbursements, indemnities and indemnities other amounts then due and payable to the Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Loans until paid in full; (vi) sixth, ratably to pay principal of the Loans until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viii) eighth, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), 4.03(b) (other than clause (viii)) thereof), “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 any Insolvency Proceeding), default interest, interest on interest, interest and expense reimbursements, whether or not the same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (ed) In the event of a direct conflict between the priority provisions of this Section 4.04 4.03 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 4.03 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof 4.2 and except as otherwise provided with respect to any written agreement among the Agents and/or the Lenders: (a) all payments of principal Defaulting Lenders and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections 2.06 and 7.01(f) hereof) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, and in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Lenders shall, apply all proceeds of the Collateral, subject to the provisions of this Agreementother Loan Documents, (i) firsteach borrowing of Loans of a particular Class from the Lenders shall be made from the relevant Lenders and each termination or reduction of the amount of the Commitments of a particular Class of Loans shall be applied to the respective Commitments of such Class of the relevant Lenders, ratably pro rata according to pay the Obligations in respect amounts of their respective Commitments of such Class; (ii) each payment or prepayment of principal of Loans of any fees, expense reimbursements, indemnities Class by Borrower shall be made for account of the relevant Lenders pro rata in accordance with the respective unpaid principal amounts of the Loans of such Class held by them; and other (iii) each payment of interest on Loans of any Class by Borrower shall be made for account of the relevant Lenders pro rata in accordance with the amounts of interest on such Loans then due and payable to the Agents respective Lenders. Except as otherwise provided in the Loan Documents, payments of fees and expenses shall be made ratably among the parties entitled thereto in accordance with the amount of fees and expenses then due. Following the occurrence of an Event of Default and acceleration of the Loans, all payments shall be remitted to Agent and all such payments and all proceeds of Loan Collateral received by Agent, shall be applied as follows: (a) first, to pay any Agent Advances or Interim Advances, interest, fees, expenses or indemnities due to Agent under the Loan Documents, until paid in full; ; (iib) second, ratably to pay any Letter of Credit Obligations, fees, expenses or indemnities then due to LC Issuer under the Loan Documents, until paid in full; (c) third, to pay any expenses or indemnities then due to any or all of the Lenders under the Loan Documents, until paid in full; (d) fourth, to pay any fees then due to any or all of the Lenders under the Loan Documents, including fees and premiums with respect to any Rate Hedging Agreement, until paid in full; (e) fifth, to pay interest then due and payable to any or all of the Lenders under the Loan Documents in respect of the Agent Advances until paid in full; Obligations and, with respect to any Rate Hedging Agreement, any premiums, scheduled periodic payments and any interest thereon; (iiif) thirdsixth, ratably to pay principal of the Agent Advances until paid in full; (iv) fourth, ratably to pay the any other Obligations in respect of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Loans until paid in full; (vi) sixth, ratably to pay including principal of the Loans until paid Loans, ratably in full; accordance with their Total Exposure Percentage; (viig) seventh, ratably with respect to any Rate Hedging Agreement, to pay the Obligations in respect of any Applicable Prepayment Premium then breakage, termination or payment due and payable under such Rate Hedging Agreement to the Lenders until paid in fullLenders; and and (viiih) eighth, to Borrower or such other Person entitled thereto under applicable law. Agent will distribute to each Lender at its address set forth on the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision applicable signature page of this Agreement Agreement, or at any other address as a Lender may request in writing, the prepayment amount of all or part of funds as the principal of the Term Loans Lender may be entitled to receive in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii)), “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 Proceeding. (e) In the event of a direct conflict between the priority provisions of this Agreement and the Settlement procedures set forth in Section 4.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 shall control and govern4.2.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement agreements among the Agents and/or the Lenders: (a) all All payments of principal and interest in respect of outstanding Loans, all payments in respect of the Letters of Credit, all payments of fees (other than the fees set forth in Sections Section 2.06 hereof, fees with respect to Letters of Credit provided for in Section 3.02(b), and 7.01(f) hereofthe audit and collateral monitoring fee provided for in Section 4.01) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of LoansLoans or Letter of Credit Obligations, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent mayshall, and upon the direction of the Collateral Agent or the Required Lenders shallLenders, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents or the L/C Issuer, until paid in full; (ii) second, ratably to pay interest then due and payable the Obligations in respect of any fees and indemnities then due to the Agent Advances Lenders, until paid in full; (iii) third, ratably to pay principal interest due in respect of the Collateral Agent Advances Advances, until paid in full; (iv) fourth, ratably to pay the Obligations interest due in respect of any fees (other than any Applicable Prepayment Premium) the Loans and indemnities then due and payable Obligations consisting of scheduled or periodic payments with respect to the Lenders Hedging Agreements or Treasury Management Agreements, until paid in full; (v) fifth, ratably to pay interest then due and payable in respect principal of the Loans Collateral Agent Advances, until paid in full; (vi) sixth, ratably to pay principal of the Loans until paid in full; and Letter of Credit Obligations (vii) seventhor, ratably to pay the extent such Obligations are contingent, to provide cash collateral in respect of any Applicable Prepayment Premium then due such Obligations) and payable Obligations consisting of termination or other payments with respect to the Lenders Hedging Agreements or Treasury Management Agreements, until paid in full; and (viiivii) eighthseventh, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans Loan in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii)), “"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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursementscase, whether or not the same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lendershereof: (a) all All payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections 2.06 and 7.01(f) Section 2.07 hereof) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Collateral Agent or the Required Lenders shall, apply all payments in respect of any Obligations, including without limitation, all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (ii) second, ratably to pay interest then due and payable in respect of the Collateral Agent Advances until paid in full; (iii) third, ratably to pay principal of the Collateral Agent Advances until paid in full; (iv) fourth, ratably to pay the Revolving Loan Obligations in respect of any fees (other than any Applicable Prepayment Premium) ), expense reimbursements, indemnities and indemnities other amounts then due and payable to the Revolving Loan Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Revolving Loans until paid in full; (vi) sixth, ratably to pay principal of the Revolving Loans until paid in full; (vii) seventh, ratably to pay the Term Loan Obligations in respect of any fees (other than any Applicable Premium), expense reimbursements, indemnities and other amounts then due and payable to the Term Loan Lenders until paid in full; (viii) eighth, ratably to pay interest then due and payable in respect of the Term Loans until paid in full; (ix) ninth, ratably to pay principal of the Term Loans until paid in full; (x) tenth, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viiixi) eightheleventh, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii)), “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest4.03(b) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 Proceeding. (ed) In the event of a direct conflict between the priority provisions of this Section 4.04 4.03 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 4.03 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lenders: (a) all payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections 2.06 and 7.01(f) hereof) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Lenders shall (or in the case of an acceleration of the Obligations, the Administrative Agent shall), apply all proceeds of the Collateral, subject to Collateral and all amounts received by the provisions Administrative Agent on account of this Agreement, the Obligations (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (ii) second, ratably to pay interest then due and payable in respect of the Agent Advances until paid in full[reserved]; (iii) third, ratably to pay principal of the Agent Advances until paid in full[reserved]; (iv) fourth, ratably to pay the Obligations in respect of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Loans until paid in full; (vi) sixth, ratably to pay principal of the Loans until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viii) eighth, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viiivi)), “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viiivi), “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 #97100791v3 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 Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lenders: (a) all All payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections Section 2.06 and 7.01(f) hereof) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, , (i) the Administrative Agent may, and upon the direction of the Collateral Agent or the Required Lenders shall, apply all payments by the U.S. Loan Parties, including without limitation, all proceeds of the CollateralCollateral of any U.S. Loan Party, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (ii) second, ratably to pay interest then due and payable in respect of the Collateral Agent Advances until paid in full; (iii) third, ratably to pay principal of the Collateral Agent Advances until paid in full; (iv) fourth, ratably to pay the Obligations in respect of any fees (other than any Applicable Prepayment Premium) ), expense reimbursements, indemnities and indemnities other amounts then due and payable to the Tranche A Term Loan Lenders until paid in full; (viiv) fifth, ratably to pay interest then due and payable in respect of the Tranche A Term Loans until paid in full; (viii) sixth, ratably to pay principal of the Tranche A Term Loans until paid in full; (ix) seventh, ratably to pay the U.S. Obligations in respect of any Applicable Premium then due and payable to the Lenders until paid in full; (x) eighth, to the ratable repayment of all other U.S. Obligations then due and payable; and (xi) ninth, as set forth in Section 4.03(b)(ii) belowvii) sixth, ratably to pay principal of the Tranche A Term Loans until paid in full; (vii) seventh, ratably to pay the U.S. Obligations in respect of any Applicable Premium applicable to the Tranche A Term Loans then due and payable to the Lenders until paid in full; (viii) eighth, to the ratable repayment of all other U.S. Obligations then due and payable in respect of the Tranche A Term Loans to the Tranche A Term Loan Lenders; (ix) ninth, to pay interest then due and payable in respect of the Collateral Agent Advances in respect of the Foreign Obligations until paid in full; (x) tenth, to pay principal of the Collateral Agent Advances in respect of the Foreign Obligations until paid in full; (xi) eleventh, ratably to pay the Obligations in respect of any fees (other than any Applicable Premium), expense reimbursements, indemnities and other amounts then due and payable to the Tranche B Term Loan Lenders until paid in full; (xii) twelfth, ratably to pay interest then due and payable in respect of the Tranche B Term Loans until paid in full; (xiii) thirteenth, ratably to pay principal of the Tranche B Term Loans until paid in full; (xiv) fourteenth, ratably to pay the Foreign Obligations in respect of any Applicable Premium applicable to the Tranche B Term Loans then due and payable to the Lenders until paid in full; (xv) fifteenth, to the ratable payment of all other Foreign Obligations then due and payable in respect of the Tranche B Term Loans to the Tranche B Term Loan Lenders; and (xvi) sixteenth, ratably to pay the Obligations in respect of any fees (other than any Applicable Premium), expense reimbursements, indemnities and other amounts then due and payable to the Tranche C Term Loan Lenders until paid in full; (xvii) seventeenth, ratably to pay interest then due and payable in respect of the Tranche C Term Loans until paid in full; (xviii) eighteenth, ratably to pay principal of the Tranche C Term Loans until paid in full; (xix) nineteenth, ratably to pay the U.S. Obligations in respect of any Applicable Premium applicable to the Tranche C Term Loans then due and payable to the Lenders until paid in full; (xx) twentieth, to the ratable payment of all other U.S. Obligations then due and payable in respect of the Tranche C Term Loans to the Tranche C Term Loan Lenders; (xxi) twenty-first, ratably to pay the Obligations in respect of any fees (other than any Applicable Premium), expense reimbursements, indemnities and other amounts then due and payable to the Tranche D Term Loan Lenders until paid in full; (xxii) twenty-second, ratably to pay interest then due and payable in respect of the Tranche D Term Loans until paid in full; (xxiii) twenty-third, ratably to pay principal of the Tranche D Term Loans until paid in full; (xxiv) twenty-fourth, ratably to pay the Foreign Obligations in respect of any Applicable Premium applicable to the Tranche D Term Loans then due and payable to the Lenders until paid in full; and (xxv) last, to the ratable payment of all other Foreign Obligations then due and payable in respect of the Tranche D Term Loans to the Tranche D Term Loan Lenders; and (ii) the Administrative Agent may, and upon the direction of the Collateral Agent or the Required Lenders shall, apply all payments by the Foreign Loan Parties, including without limitation, all proceeds of the Collateral of any Foreign Loan Party, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (ii) second, to pay interest then due and payable in respect of the Collateral Agent Advances in respect of the Foreign Obligations until paid in full; (iii) third, to pay principal of the Collateral Agent Advances in respect of the Foreign Obligations until paid in full; (iv) fourth, ratably to pay the Obligations in respect of any fees (other than any Applicable Premium), expense reimbursements, indemnities and other amounts then due and payable to the Tranche B Term Loan Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Tranche B Term Loans until paid in full; (vi) sixth, ratably to pay principal of the Tranche B Term Loans until paid in full; (vii) seventh, ratably to pay the Foreign Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viii) eighth, to the ratable payment of all other Foreign Obligations then due and payablepayableapplicable to the Tranche B Term Loans then due and payable to the Lenders until paid in full; (viii) eighth, to the ratable payment of all other Foreign Obligations then due and payable in respect of the Tranche B Term Loans to the Tranche B Term Loan Lenders; (ix) ninth, ratably to pay the Obligations in respect of any fees (other than any Applicable Premium), expense reimbursements, indemnities and other amounts then due and payable to the Tranche D Term Loan Lenders until paid in full; (x) tenth, ratably to pay interest then due and payable in respect of the Tranche D Term Loans until paid in full; (xi) eleventh, ratably to pay principal of the Tranche D Term Loans until paid in full; (xii) twelfth, ratably to pay the Foreign Obligations in respect of any Applicable Premium applicable to the Tranche D Term Loans then due and payable to the Lenders until paid in full; and (xiii) thirteenth, to the ratable payment of all other Foreign Obligations then due and payable in respect of the Tranche D Term Loans to the Tranche D Term Loan Lenders. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii)), “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii4.03(b), “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 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 Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding. (ed) In the event of a direct conflict between the priority provisions of this Section 4.04 4.03 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 4.03 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof 2.02(c) and to any the written agreement among the Agents and/or and the Lenders: (a) all All payments of principal and interest in respect of outstanding Loans, all payments in respect of the Letter of Credit Obligations, all payments of fees (other than the fees set forth in Sections Section 2.06 hereof, and 7.01(fthe Fee Letter, the Letter of Credit Fees provided for in Section 3.03(b) hereofand the audit and collateral monitoring fee provided for in Section 5.01, in each case, to the extent set forth in a written agreement among the Agents and the Lenders) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of LoansLoans or Letter of Credit Obligations, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Documentation Agent or the Required Revolving Loan Lenders shall, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, : (i) first, ratably to pay the Obligations in respect of any feesfees (including any fees or charges assessed by the L/C Issuer), expense reimbursements, indemnities and other amounts then due and payable to the Agents or the L/C Issuer until paid in full; (ii) second, ratably to pay interest then due and payable the Obligations in respect of any fees (including Letter of Credit Fees payable to the Agent Advances Revolving Loan Lenders), expense reimbursements and indemnities then due to the Revolving Loan Lenders until paid in full; (iii) third, ratably to pay principal interest due in respect of the Agent Advances until paid in full; (iv) fourth, ratably to pay principal of the Obligations in respect of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Lenders Agent Advances until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Revolving Loans and Letter of Credit Obligations until paid in full; (vi) sixth, ratably to pay principal of the Revolving Loans and Letter of Credit Obligations (or, to the extent such Letter of Credit Obligations are contingent, to provide cash collateral in an amount equal to 105% of such Letter of Credit Obligations) until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium fees, expense reimbursements and indemnities then due and payable to the Term Loan A Lenders and Term Loan B Lenders until paid in full; (viii) eighth, ratably to pay interest due in respect of the Term Loan A and the Term Loan B until paid in full; (ix) ninth, ratably to pay principal of the Term Loan A and the Term Loan B until paid in full; and (viiix) eighthtenth, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b5.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of the principal of or interest on the Term Loan A or the Term Loan B or other related Obligations then due and payable under any provision of this Agreement or the prepayment payment of all or part of the principal of the Term Loans Loan A or the Term Loan B in accordance with the terms and conditions of Section 2.052.05(d). (d) For purposes of Section 4.04(b), (other than clause (viii)), “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lendershereof: (a) all All payments of principal and interest in respect of outstanding Loans, all payments in respect of the Letter of Credit Accommodations, all payments of fees (other than the fees set forth in Sections Section 2.06 hereof to the extent set forth in a written agreement among the Agents and 7.01(fthe Lenders, fees with respect to Letter of Credit Accommodations provided for in Section 3.01(b) hereofand the audit and collateral monitoring fee provided for in Section 4.01) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of LoansLoans or Letter of Credit Obligations, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Lenders shall, apply all proceeds of the Collateral, subject Notwithstanding anything to the provisions contrary contained herein or in any other Loan Document, all Ordinary Course Proceeds shall be applied to the Obligations in the following order of this Agreement, priority: (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents or the L/C Issuer until paid in full; (ii) second, ratably to pay interest then due and payable the Obligations in respect of any fees and indemnities then due to the Agent Advances Revolving A Loan Lenders until paid in full; (iii) third, ratably to pay principal interest then due in respect of the Revolving A Loans, Agent Advances and Reimbursement Obligations until paid in full; (iv) fourth, ratably to pay principal of the Revolving A Loans, Agent Advances and Letter of Credit Obligations (or, to the extent such Obligations are contingent, after the occurrence and during the continuance of an Event of Default, to provide cash collateral in respect an amount up to 105% of any fees (other than any Applicable Prepayment Premiumsuch Obligations) and indemnities then due and payable to the Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable the Obligations in respect of any fees and indemnities then due to the Loans until paid in fullRevolving B Loan Lenders; (vi) sixth, ratably to pay principal interest then due in respect of the Revolving B Loans until paid in full; (vii) seventh, ratably to pay principal of the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders Revolving B Loans until paid in full; and (viii) eighth, to the ratable payment of all other Obligations then due and payable. (c) In Notwithstanding anything contrary contained herein or in any other Loan Agreement (excluding Section 2.05(d)), all payments in respect of any Collections and all other proceeds of Collateral (in each instancecase, so long as no Event of Default has occurred and is continuing, Section 4.04(bother than Ordinary Course Proceeds) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower applied to the Administrative Obligations in the following order of priority: (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due to the Agents or the L/C Issuer until paid in full; (ii) second, ratably to pay the Obligations in respect of any fees and indemnities then due to the Revolving B Loan Lenders until paid in full; (iii) third, ratably to pay interest then due in respect of the Revolving B Loans; (iv) fourth, ratably to pay principal of the Revolving B Loans then due until paid in full; (v) fifth, ratably to pay the Obligations in respect of any fees and indemnities then due to the Revolving A Loan Lenders until paid in full; (vi) sixth, ratably to pay interest then due in respect of the Revolving A Loans, Agent Advances and Reimbursement Obligations until paid in full; (vii) seventh, ratably to be for pay principal of the Revolving A Loans, Agent Advances and Letter of Credit Obligations (or, to the extent such Obligations are contingent, to provide cash collateral in an amount up to 105% of such Obligations) then due until paid in full; and (viii) eighth, to the ratable payment of Term Loan all other Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05payable. (d) Notwithstanding anything to the contrary contained in this Agreement, unless so directed by Borrower, or unless an Event of Default shall have occurred and be continuing, Administrative Agent shall not apply any payments which it receives to any LIBOR Rate Loans, except (i) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loans or (ii) in the event that there are no outstanding Reference Rate Loans, provided, that, in the event that there are no outstanding Reference Rate Loans and no Event of Default exists, upon Borrower's request, any payments received after Administrative Agent's receipt of such request will not be applied to the LIBOR Rate Loans and such amounts that are not applied to the Obligations shall be held as cash collateral for the Obligations. (e) For purposes of this Section 4.04(b)4.04, (other than clause (viii)), “"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 any Insolvency Proceeding irrespective of whether a claim for such interest is allocable in such Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not the same would be other fees and expenses, each arising from or is allowed or related to a default are disallowed in whole or in part in any Insolvency Proceeding. (ef) In the event of a direct conflict between the priority provisions of this Section 4.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lenders: (a) all payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections Section 2.06(d) or the other fees set forth in Section 2.06 to the extent set forth in a written agreement among the Agents and 7.01(f) hereofthe Lenders, and the audit and collateral monitoring fee provided for in Section 4.01) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Lenders shall, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (ii) second, ratably to pay interest then due and payable the Obligations in respect of any fees and indemnities then due to the Agent Advances Lenders until paid in full; (iii) third, ratably to pay principal interest due in respect of the Loans and Collateral Agent Advances until paid in full; (iv) fourth, ratably to pay the Obligations in respect of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Loans until paid in full; (vi) sixth, ratably to pay principal of the Loans until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders Collateral Agent Advances until paid in full; and (viiiv) eighthfifth, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii)), “"paid in full” means payment in cash of all amounts owing under the Loan Documents according " with respect to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including shall include interest accrued after the commencement of any Insolvency Proceeding), default interest, Proceeding irrespective of whether a claim for such interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed allowable in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 such Insolvency Proceeding. (ed) In the event of a direct conflict between the priority provisions of this Section 4.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lenders: (a) all payments of principal and interest in respect of outstanding Revolving Loans, all payments in respect of the Reimbursement Obligations, all payments of fees (other than the fees set forth in Sections Section 2.06 hereof to the extent set forth in a written agreement among the Agents and 7.01(f) hereofthe Lenders, fees with respect to Letters of Credit provided for in Section 3.02(b)) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of LoansRevolving Loans or Letter of Credit Obligations, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Lenders shall, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents or the L/C Issuer until paid in full; (ii) second, ratably to pay interest then due and payable the Obligations in respect of any fees, expense reimbursements and indemnities then due to the Agent Advances Lenders until paid in full; (iii) third, ratably to pay principal interest due in respect of the Agent Advances Revolving Loans and Reimbursement Obligations until paid in full; (iv) fourth, ratably to pay the Obligations in respect of any fees (other than any Applicable Prepayment Premium) all Protective Advances and indemnities then due and unreimbursed Overadvances payable to the Lenders Administrative Agent until paid in full; , (v) fifth, ratably to pay interest then due and payable principal of the Revolving Loans, Letter of Credit Obligations (or, to the extent such Obligations are contingent, to provide cash collateral in respect of such Obligations), and, solely to the Loans extent that Reserves in respect thereof are then in effect (and established prior to, and not in contemplation of, the Event of Default in respect of which applications in accordance with this Section 4.04 have been invoked), Hedging Obligations under Specified Hedge Agreement, until paid in full; (vi) sixth, ratably to pay principal of the Loans until paid in full; (vii) seventh, ratably to pay the Obligations obligations under Specified Hedge Agreements and Specified Cash Management Agreement in respect of any Applicable Prepayment Premium which Reserves are not then due and payable to the Lenders in effect until paid in full; and (viiivii) eighthseventh, to the ratable payment of all other Obligations then due and payableuntil paid in full. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), ) (other than clause (viii)vii) thereof), “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 in cash each case interest and such fees accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements irrespective of whether a claim is allowable in such Insolvency Proceeding, except to the extent that default interest (but not any other interest) and fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, that for the purposes of such clause (vii) thereof, “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 and fees accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to of the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not the same foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (ed) In the event of a direct conflict between the priority provisions of this Section 4.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 2.03 hereof and to any written agreement among the Agents and/or the Lenders: (a) all payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth with respect to the audit and collateral monitoring fees provided for in Sections 2.06 and 7.01(f) hereofSection 4.01) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or in any agreements among the Lenders or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of DefaultExcept as otherwise specifically provided in Section 2.06, the Administrative Agent may, and upon the direction of the Required Lenders shall, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, Collateral (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (ii) second, ratably to pay interest any fees and indemnities then due and payable in respect of to the Agent Advances Revolving Loan Lenders until paid in full; (iii) third, ratably to pay principal interest due in respect of the Revolving Loans and Collateral Agent Advances until paid in full; (iv) fourth, ratably to pay principal of the Obligations in respect of any fees (other than any Applicable Prepayment Premium) Revolving Loans and indemnities then due and payable to the Lenders Collateral Agent Advances until paid in full; (v) fifth, ratably to pay interest any fees and indemnities then due and payable in respect of to the Loans Term Loan Lenders until paid in full; (vi) sixth, ratably to pay principal interest due in respect of the Loans Term Loan until paid in full; (vii) seventh, ratably to pay principal of the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders Term Loan until paid in full; , and (viii) eighth, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers Borrower specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan specific Obligations then due and payable (or prepayable) under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05Agreement. (d) For purposes of Section 4.04(b), (other than clause (viii))the foregoing, “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or or the Lenders: (a) all payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the audit and collateral monitoring fees set forth provided for in Sections 2.06 and 7.01(f) hereofSection 4.01) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, Loans as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Lenders shall, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (ii) second, ratably to pay interest any fees and indemnities then due and payable in respect of to the Agent Advances Revolving Loan Lenders until paid in full; (iii) third, ratably to pay principal interest due in respect of the Revolving Loans, and Collateral Agent Advances until paid in full; (iv) fourth, ratably to pay principal of the Obligations in respect of any fees (other than any Applicable Prepayment Premium) Revolving Loans, and indemnities then due and payable to the Lenders Collateral Agent Advances until paid in full; (v) fifth, ratably to pay interest any fees and indemnities then due and payable in respect of to the Loans Term Loan Lenders until paid in full; (vi) sixth, ratably to pay principal interest due in respect of the Loans Term Loan until paid in full; (vii) seventh, ratably to pay principal of the Obligations Term Loan until paid in respect of full, (viii) eighth, ratably to pay any Applicable Prepayment Premium fees and indemnities then due and payable to the Delayed Draw Term Loan Lenders until paid in full; (ix) ninth, ratably to pay interest due in respect of the Delayed Draw Term Loans until paid in full; (x) tenth, ratably to pay principal of the Delayed Draw Term Loans until paid in full, and (viiixi) eightheleventh, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers Borrower specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations or Delayed Draw Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loan or Delayed Draw Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii)), ) thereof) “paid in full” means with respect to any Obligations, payment in cash of all amounts owing under the Loan Documents according to the terms thereofin respect of such Obligations, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding)interest, default interest, interest on interest, expense reimbursements and expense reimbursementsindemnities, specifically including in each case any of the foregoing which would accrue after the commencement of any Insolvency Proceeding irrespective of whether or not same would be or a claim is allowed or disallowed allowable in whole or in part in any such Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of such clause (viii), “paid in full” means with respect to any Obligations, payment in cash of all amounts owing under the Loan Documents according to the terms thereofin respect of such Obligations, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding)interest, default interest, interest on interest, expense reimbursements and expense reimbursementsindemnities, specifically including in each case any of the foregoing which would accrue after the commencement of any Insolvency Proceeding irrespective of whether or not the same would be or a claim is allowed or disallowed allowable in whole or in part in any such Insolvency Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lenders: (a) all All payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections Section 2.06 and 7.01(f) hereof) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent mayshall, and upon the direction of the Origination Agent or the Required Lenders shallLenders, apply all payments in respect of any Obligations, including without limitation, all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any feesfees (other than the Specified Fee), expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (ii) second, ratably to pay interest then due and payable in respect of the Origination Agent Advances until paid in full; (iii) third, ratably to pay principal of the Origination Agent Advances until paid in full; (iv) fourth, ratably to pay the Obligations in respect of any fees (other than any Applicable Prepayment Premium) ), expense reimbursements, indemnities and indemnities other amounts then due and payable to the Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Loans until paid in full; (vi) sixth, ratably to pay principal of the Loans Loans] until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viii) eighth, to the ratable payment of all other Obligations (other than the Specified Fee) then due and payable until paid in full; and (ix) ninth, to the ratable payment of the Specified Fee then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii)), 4.03(b) “paid in full” means payment in cash of all amounts owing under the Loan Documents according to the terms thereof, including loan feesthe Applicable Premium, 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 same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 Proceeding. (ed) In the event of a direct conflict between the priority provisions of this Section 4.04 4.03 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 4.03 shall control and govern.

Apportionment of Payments. (a) Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lenders: (a) , all payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections Section 2.06 hereof and 7.01(f) hereofthe Fee Letter and the audit and collateral monitoring fees provided for in Section 3.01, in each case, to the extent set forth in such written agreement among the Agents and the Lenders) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After Subject to any written agreements among the Agents and/or the Lenders, after the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required A Lenders (or if the Total Revolving Credit Commitment has been terminated and all of the Revolving Loans and Term Loan A have been paid in full, upon the direction of the Required Lenders, shall, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (ii) second, ratably to pay interest then due and payable the Obligations in respect of any fees and indemnities then due to the Agent Advances Revolving Loan Lenders until paid in full; (iii) third, ratably to pay principal interest due in respect of the Agent Advances until paid in full; (iv) fourth, ratably to pay the Obligations in respect principal of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Lenders Agent Advances until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Revolving Loans until paid in full; (vi) sixth, ratably to pay principal of the Revolving Loans then due and payable until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium fees and indemnities then due and payable to the Term Loan A Lenders until paid in full; (viii) eighth, ratably to pay interest then due and payable in respect of the Term Loan A until paid in full; (ix) ninth, ratably to pay principal of the Term Loan A then due and payable until paid in full; (x) tenth, ratably to pay the Obligations in respect of any fees and indemnities then due to the Term Loan B Lenders until paid in full; (xi) eleventh, ratably to pay interest due in respect of the Term Loan B until paid in full; (xii) twelfth, ratably to pay principal of the Term Loan B until paid in full; and (viiixiii) eighththirteenth, to the ratable payment of all other Obligations then due and payablepayable until paid in full. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b3.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of any Term Loan Obligations Obligation then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the any Term Loans Loan in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), 3.04(b) (other than clause (viiiwith respect to Section 3.04(b)(xiii)), “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viiiSection 3.04(b)(xiii), “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 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 Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 3.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 3.04 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lendershereof: (a) all All payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections Section 2.06 and 7.01(f) hereof) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made.. 737240988 (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent mayshall apply all payments in respect of any Obligations, and upon the direction of the Required Lenders shall, apply including all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (ii) second, ratably to pay interest then due and payable in respect of the Agent Advances until paid in full; (iii) third, ratably to pay principal of the Agent Advances until paid in full; (iv) fourth, ratably to pay the Obligations in respect of any fees (other than any Applicable Prepayment Premium) ), expense reimbursements, indemnities and indemnities other amounts then due and payable to the Lenders until paid in full; (viii) fifththird, ratably to pay, first, interest payable at the Interest Rate then due and payable in respect of the Loans (other than the Protective Advances) until paid in full, then second, to pay interest on Protective Advances at the Interest Rate and then, third, to pay any applicable excess interest payable at the Post-Default Rate then due and payable in respect of the Loans until paid in full; (viiv) sixthfourth, ratably to pay principal of the Loans until paid in full; (vii) seventhall Protective Advances, ratably then to pay the Obligations in respect principal of all other Loans and any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viiiv) eighthfifth, ratably to the ratable payment of pay all other Obligations then due and payablepayable until paid in full. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), 3.03(b) (other than clause (viii)vi) thereof), “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 any Insolvency Proceeding), default interest, interest on interest, the Applicable Prepayment Premium and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viiivi), “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 any Insolvency Proceeding), default interest, interest on interest, the Applicable Prepayment Premium, and expense reimbursements, whether or not the same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (ed) In the event of a direct conflict between the priority provisions of this Section 4.04 3.03 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 3.03 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lenders: (a) all All payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections Section 2.06 hereof to the extent set forth in any written agreement among the Agents and 7.01(f) hereofthe Lenders) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Collateral Agent or the Required Lenders shall, apply all payments in respect of any Obligations, including, without limitation, all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (ii) second, ratably to pay interest then due and payable in respect of the Collateral Agent Advances until paid in full; (iii) third, ratably to pay principal of the Collateral Agent Advances until paid in full; (iv) fourth, ratably to pay the Obligations in respect of any fees (fees, expense reimbursements, indemnities and other than any Applicable Prepayment Premium) and indemnities amounts then due and payable to the Loan Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Loans until paid in full; (vi) sixth, ratably to pay principal of the Loans until paid in full; and (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viii) eighth, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b4.03(b), (other than clause (viii)), “"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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 Proceeding. (ed) In the event of a direct conflict between the priority provisions of this Section 4.04 4.03 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 4.03 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lendershereof: (a) all All payments of principal and interest in respect of outstanding Loansthe Term Loan, all payments of fees (other than the fees Closing Fee set forth in Sections Section 2.06 hereof, and 7.01(f) hereofthe audit and collateral monitoring fee provided for in Section 4.01) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loansthe Term Loan, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Lenders shall, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents Agent until paid in full; (ii) second, ratably to pay interest then due and payable the Obligations in respect of any fees and indemnities then due to the Agent Advances Lenders until paid in full; (iii) third, ratably to pay principal interest due in respect of the Agent Advances until paid in full; (iv) fourth, ratably to pay principal of the Obligations in respect of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Lenders Agent Advances until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Loans Term Loan until paid in full; (vi) sixth, ratably to pay principal of the Loans until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders Term Loan until paid in full; and (viiivii) eighthseventh, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers Borrower specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans Loan in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii)), “"paid in full” means payment in cash of all amounts owing under the Loan Documents according " with respect to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including shall include interest accrued after the commencement of any Insolvency Proceeding), default interest, Proceeding irrespective of whether a claim for such interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed allowable in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 such Insolvency Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lenders:2.02(c): (a) all All payments of principal and interest in respect of outstanding Loans, all payments in respect of the Letter of Credit Obligations, all payments of fees (other than the fees set forth in Sections Section 2.06 hereof and 7.01(fthe Fee Letter, the Letter of Credit Fees provided for in Section 3.03(b) hereofand the audit and collateral monitoring fee provided for in Section 5.01) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of LoansLoans or Letter of Credit Obligations, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Revolving Loan Lenders, the Required Term Loan A Lenders or the Required Term Loan B Lenders, or after an acceleration of all or a portion of the Loans, the Administrative Agent shall, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject Collateral as follows: (i) except to the provisions of this Agreementextent provided in clause (iii) below, with respect to Revolver Priority Collateral Proceeds and payments made using Revolver Priority Collateral Proceeds, (iA) first, ratably to pay the Obligations in respect of any fees (including any fees or charges assessed by the L/C Issuer), expense reimbursements, indemnities and other amounts then due to the Agents or the L/C Issuer until paid in full; (B) second, ratably to pay the Obligations in respect of any fees (including Letter of Credit Fees payable to the Revolving Loan Lenders), expense reimbursements and indemnities then due to the Revolving Loan Lenders until paid in full; (C) third, ratably to pay interest due in respect of the Agent Advances until paid in full; (D) fourth, ratably to pay principal of the Agent Advances until paid in full; (E) fifth, ratably to pay interest due in respect of the Revolving Loans and Letter of Credit Obligations until paid in full; (F) sixth, ratably to pay principal of the Revolving Loans and Letter of Credit Obligations (or, to the extent such Letter of Credit Obligations are contingent, to provide cash collateral in an amount equal to 105% of such Letter of Credit Obligations) until paid in full; (G) seventh, ratably to pay the Obligations in respect of any fees, expense reimbursements and indemnities then due to the Term Loan A Lenders until paid in full; (H) eighth, ratably to pay interest due in respect of the Term Loan A until paid in full; (I) ninth, ratably to pay principal of the Term Loan A until paid in full; (J) tenth, ratably to pay the Obligations in respect of any fees, expense reimbursements and indemnities then due to the Term Loan A-1 Lenders until paid in full; (K) eleventh, ratably to pay interest due in respect of the Term Loan A-1 until paid in full; (L) twelfth, ratably to pay principal of the Term Loan A-1 until paid in full; (M) thirteenth, ratably to pay the Obligations in respect of any fees, expense reimbursements and indemnities then due to the Term Loan B Lenders until paid in full; (N) fourteenth, ratably to pay interest due in respect of the Term Loan B until paid in full; (O) fifteenth, ratably to pay principal of the Term Loan B until paid in full; and (P) sixteenth, to the ratable payment of all other Obligations (including, without limitation, Bank Services Obligations) then due and payable until paid in full; and (ii) except to the extent provided in clause (iii) below, with respect to Term Priority Collateral Proceeds and payments made using Term Priority Collateral Proceeds, (A) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (iiB) second, ratably to pay interest the Obligations in respect of any fees, expense reimbursements and indemnities then due and payable to the Term Loan A Lenders until paid in full; (C) third, ratably to pay interest due in respect of the Agent Advances until paid in full; (D) fourth, ratably to pay principal of the Agent Advances until paid in full; (E) fifth, ratably to pay interest due in respect of the Term Loan A until paid in full; (F) sixth, ratably to pay principal of the Term Loan A until paid in full; (G) seventh, ratably to pay the Obligations in respect of any fees, expense reimbursements and indemnities then due to the Term Loan A-1 Lenders until paid in full; (H) eighth, ratably to pay interest due in respect of the Term Loan A-1 until paid in full; (I) ninth, ratably to pay principal of the Term Loan A-1 until paid in full; (J) tenth, ratably to pay the Obligations in respect of any fees (including Letter of Credit Fees and charges assessed in connection with any Letter of Credit Accommodations) payable to the Revolving Loan Lenders), expense reimbursements and indemnities then due to the Revolving Loan Lenders until paid in full; (K) eleventh, ratably to pay interest due in respect of the Revolving Loans and Letter of Credit Obligations until paid in full; (L) twelfth, ratably to pay principal of the Revolving Loans and Letter of Credit Obligations (or, to the extent such Letter of Credit Obligations are contingent, to provide cash collateral in an amount equal to 105% of such Letter of Credit Obligations) until paid in full; (M) thirteenth, ratably to pay the Obligations in respect of any fees, expense reimbursements and indemnities then due to the Term Loan B Lenders until paid in full; (N) fourteenth, ratably to pay interest due in respect of the Term Loan B until paid in full; (O) fifteenth, ratably to pay principal of the Term Loan B until paid in full; and (P) sixteenth, to the ratable payment of all other Obligations (including, without limitation, Bank Services Obligations) then due and payable until paid in full. (iii) with respect to the Proceeds of any Disposition of all or substantially all of the assets or Capital Stock of any Person or any insurance which Disposition or proceeds of insurance includes both (x) Revolver Priority Collateral and (y) Term Priority Collateral, such Proceeds and payments using such Proceeds shall be applied as follows: (A) first, ratably to pay the Obligations in respect of any fees (including any fees or charges assessed by the L/C Issuer), expense reimbursements, indemnities and other amounts then due to the Agents or the L/C Issuer until paid in full; (B) second, ratably to pay interest due in respect of the Agent Advances until paid in full; (C) third, ratably to pay principal of the Agent Advances until paid in full; (ivD) fourth, ratably to pay the Obligations in respect of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable an amount equal to the Lenders book value of Accounts and Inventory constituting Revolver Priority Collateral (determined at the time of such Disposition or event resulting in such insurance proceeds) shall be applied ratably in accordance with (1) first, clause (B) of Section 5.04(b)(i) until paid in full; full and (v2) fifthsecond, ratably to pay interest then due and payable in respect clauses (E) through (P) of the Loans until paid in full; (viSection 5.04(b)(i) sixth, ratably to pay principal of the Loans until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viiiE) eighthfifth, to the ratable payment remaining Proceeds shall be applied ratably in accordance with (1) first, clause (B) of all other Obligations then due Section 5.04(b)(ii) until paid in full and payable(2) second, clauses (E) through (P) of Section 5.04(b)(ii) until paid in full. (c) In each instance, so long as no Event of Default has occurred and is continuingcontinuing and the Administrative Agent has not elected to or has not been directed to apply payments and other Proceeds of Collateral in accordance with Section 5.04(b) and no acceleration of all or a portion of the Loans has occurred, Section 4.04(b5.04(b) shall not be deemed to apply to any payment by the Borrowers Borrower specified by the Administrative Borrower to the Administrative Agent to be for the payment of the principal of or interest on the Term Loan A, the Term Loan A-1 or the Term Loan B or other related Obligations then due and payable under any provision of this Agreement or the prepayment payment of all or part of the principal of the Term Loans Loan A, the Term Loan A-1 or the Term Loan B in accordance with the terms and conditions of Section 2.052.05(d). (d) For the purposes of (i) Section 4.04(b), 5.04(b) (other than clauses (P) of Sections 5.04(b)(i) and 5.04(b)(ii) and clause (viiiP) of those sections as incorporated into Section 5.04(b)(iii)), “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 any Insolvency Proceeding)interest, default interest, interest on interest, expense reimbursements and expense reimbursementsindemnity payments then due and payable, whether or not same any of the foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that provided, that, “paid in full” shall exclude default or overdue interest (but not any other interest) and ), loan fees, service fees, professional fees, expense reimbursements, or other fees and expenses, each arising from or related to a default, are default to the extent disallowed in any Insolvency Proceeding; provided, however, that for the purposes and (ii) clauses (P) of Sections 5.04(b)(i) and 5.04(b)(ii) and clause (viiiP) of those sections as incorporated in Section 5.04(b)(iii), “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 any Insolvency Proceeding)interest, default interest, interest on interest, expense reimbursements and expense reimbursements, indemnity payments then due and payable whether or not any of the same foregoing would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 shall control and govern.

Apportionment of Payments. (a) Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or and the Lenders: (a) , all payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections 2.06 and 7.01(f) hereof) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders or the Agents as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, all payments in respect of any Obligations and upon the direction of the Required Lenders shall, apply all proceeds of the Collateral, subject to shall, unless the provisions Administrative Agent shall otherwise agree, be applied, notwithstanding any other provision of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (ii) second, ratably to pay interest then due and payable the Revolving Loan Obligations (including Collateral Agent Advances) in respect of any fees and indemnities then due to the Agent Advances Lenders until paid in full; (iii) third, ratably to pay principal interest due in respect of the Revolving Loans and Collateral Agent Advances until paid in full; (iv) fourth, ratably to pay principal of the Revolving Loans (or, to the extent such Obligations are contingent, to provide cash collateral in respect of any fees (other than any Applicable Prepayment Premiumsuch Obligations) and indemnities then due and payable to the Lenders Collateral Agent Advances until paid in full; (v) fifth, ratably to pay interest then due and payable the Term Loan Obligations in respect of any fees and indemnities then due the Loans Lenders until paid in full; (vi) sixth, ratably to pay principal interest due in respect of the Term Loans until paid in full; (vii) seventh, ratably to pay principal of the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders Term Loans until paid in full; and (viii) eighth, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower Borrowers to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision provisions of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii)), “paid in full” means payment in cash of all amounts owing under the Loan Documents according with respect to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including shall include interest accrued after the commencement of any Insolvency Proceeding), default interest, Proceeding irrespective of whether a claim for such interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed allowable in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 such Insolvency Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 shall control and govern.

Apportionment of Payments. (a) Subject to Section ------------------------- 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or Agent and the Lenders: (a) , all payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections 2.06 2.06(c) and 7.01(f(d) hereof and the audit and collateral monitoring fee provided for in Section 4.01 hereof) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, Loans as designated by the Person making payment when the payment is made. (b) After Subject to any written agreement among the Agent and the Lenders, after the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Lenders shall, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, Agreement (i) first, ratably to pay the Obligations in ----- respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents Agent until paid in full; (ii) second, ratably to pay interest then due and payable the Obligations ------ in respect of any fees and indemnities then due to the Agent Advances Lenders until paid in full; (iii) third, ratably to pay principal interest due in respect of the Loans and Agent ----- Advances until paid in full; (iv) fourth, ratably to pay the Obligations in respect of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Loans until paid in full; (vi) sixth, ratably to pay principal of the Loans until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due ------ and payable to the Lenders Agent Advances until paid in full; and (viiiv) eighthfifth, to the ratable payment of ----- all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii)), “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 shall control and govern.

Apportionment of Payments. (a) Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or and the Lenders: (a) , all payments of principal and interest in respect of outstanding Loans, all payments in respect of the Reimbursement Obligations, all payments of fees (other than the fees set forth in Sections 2.06 hereof to the extent set forth in such written agreement among the Agents and 7.01(fthe Lenders, fees with respect to the Support Letter of Credit provided for in Section 3.03(b)(ii) hereofand the audit and collateral monitoring fee provided for in Section 4.01) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of LoansLoans or Letter of Credit Obligations, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, all payments in respect of any Obligations and upon the direction of the Required Lenders shall, apply all proceeds of the Collateral, subject to shall, unless the provisions of this AgreementAdministrative Agent shall otherwise agree, be applied (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents or the L/C Issuer until paid in full; (ii) second, ratably to pay interest then due and payable the Revolving Loan Obligations in respect of any fees and indemnities then due to the Agent Advances Lenders until paid in full; (iii) third, ratably to pay principal interest due in respect of the Revolving Loans, Collateral Agent Advances and Reimbursement Obligations until paid in full; (iv) fourth, ratably to pay principal of the Revolving Loans, Collateral Agent Advances and Letter of Credit Obligations (or, to the extent such Obligations are contingent, to provide cash collateral in respect of any fees (other than any Applicable Prepayment Premiumsuch Obligations) and indemnities then due and payable to the Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable the Term Loan Obligations, in respect of any fees and indemnities then due the Loans Lenders until paid in full; (vi) sixth, ratably to pay principal interest due in respect of the Term Loans until paid in full; (vii) seventh, ratably to pay principal of the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders Term Loans until paid in full; , and (viii) eighth, to the ratable payment of all other Obligations then due and payable, provided that (A) notwithstanding anything to the contrary, paragraph (f) of this Section 4.04 and Section 10.08(e) shall apply to proceeds received in respect of the Facility and (B) except as set forth in clause (A) above, payments with respect to the Term Loans shall be applied, first, to the Term Loan A Obligations, second, to the Term Loan B Obligations, and third, to the Term Loan C Obligations. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers Borrower specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations Obligations, then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans Loans, in accordance with the terms and conditions of Section 2.05.. 44 52 (d) For purposes of Section 4.04(b), (other than clause (viii)), “"paid in full” means payment in cash of all amounts owing under the Loan Documents according " with respect to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including shall include interest accrued after the commencement of any Insolvency Proceeding), default interest, Proceeding irrespective of whether a claim for such interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed allowable in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 such Insolvency Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 shall control and govern. (f) Notwithstanding anything to the contrary, all proceeds received in respect of the Facility shall be applied upon receipt, first, to the outstanding Term Loan C Obligations and second, to the outstanding Term Loan B Obligations. (g) For the avoidance of doubt, all proceeds of Accounts Receivable and Inventory, including, without limitation, insurance proceeds, shall be deposited into the Lockboxes or Collection Accounts, and sent to the Payment Office to be credited to the Administrative Agent's Account for application to the Revolving Loans pursuant to Sections 2.05(c)(iii) and 8.01.

Apportionment of Payments. (a) Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or and the Lenders: (a) , all payments of principal and interest in respect of outstanding Loans, all payments in respect of the Reimbursement Obligations, all payments of fees (other than the fees set forth in Sections 2.06 hereof to the extent set forth in such written agreement among the Agents and 7.01(fthe Lenders, fees with respect to Letters of Credit provided for in Section 3.03(b)(ii) hereofand the audit and collateral monitoring fee provided for in Section 4.01) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of LoansLoans or Letter of Credit Obligations, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, all payments in respect of any Obligations and upon the direction of the Required Lenders shall, apply all proceeds of the Collateral, subject to shall, unless the provisions of this AgreementAdministrative Agent shall otherwise agree, be applied, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents or the L/C Issuer until paid in full; (ii) second, ratably to pay interest then due and payable the Revolving Loan Obligations in respect of any fees and indemnities then due to the Agent Advances Lenders until paid in full; (iii) third, ratably to pay principal interest due in respect of the Revolving Loans, Collateral Agent Advances and Reimbursement Obligations until paid in full; (iv) fourth, ratably to pay principal of the Revolving Loans, Collateral Agent Advances and Letter of Credit Obligations (or, to the extent such Obligations are contingent, to provide cash collateral in respect of any fees (other than any Applicable Prepayment Premiumsuch Obligations) and indemnities then due and payable to the Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable the Term Loan Obligations in respect of any fees and indemnities then due the Loans Lenders until paid in full; (vi) sixth, ratably to pay principal interest due in respect of the Term Loans until paid in full; (vii) seventh, ratably to pay principal of the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders Term Loans until paid in full; , and (viii) eighth, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the -44- 53 prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii)), “"paid in full” means payment in cash of all amounts owing under the Loan Documents according " with respect to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including shall include interest accrued after the commencement of any Insolvency Proceeding), default interest, Proceeding irrespective of whether a claim for such interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed allowable in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 such Insolvency Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 shall control and govern. (f) For the avoidance of doubt, all proceeds of Accounts Receivable shall be deposited into the Lockboxes or Collection Accounts, and sent to the Payment Office to be credited to the Administrative Agent's Account for application to the Revolving Loans pursuant to Sections 2.05(c)(iii) and 8.01.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lenders: (a) Subject to the terms of the Intercreditor Agreement, all payments of principal and cash interest in respect of outstanding Loans, Securities and all payments of fees (other than the fees set forth in Sections 2.06 and 7.01(f) hereof) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent Trustee among such of the Lenders Holders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of LoansSecurities, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent Trustee may, and upon the direction of the Required Lenders Holders, shall, apply all cash payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Indenture and the Intercreditor Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents Trustee until paid in full; (ii) second, ratably to pay interest then due and payable in respect of the Agent Securities and Trustee Advances until paid in full; (iii) third, ratably to pay principal of the Agent Securities and Trustee Advances until paid in full; (iv) fourthor, ratably to pay the extent such Obligations are contingent, to provide cash collateral in respect of any fees (other than any Applicable Prepayment Premiumsuch Obligations) and indemnities then due and payable to the Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Loans until paid in full; (vi) sixth, ratably to pay principal of the Loans until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viiiiv) eighthfourth, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii)), “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 2.15 and other provisions contained in any other Loan Note Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 the Intercreditor Agreement shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents Agent and/or the Lenders: (a) all payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections 2.06 and 7.01(f) hereof) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of the Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Lenders shall, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents Agent until paid in full; (ii) second, ratably to pay interest then due and payable the Obligations in respect of any fees and indemnities then due to the Agent Advances Lenders until paid in full; (iii) third, ratably to pay principal interest due in respect of the Agent Advances Loans until paid in full; (iv) fourth, ratably to pay the Obligations in respect of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Loans until paid in full; (vi) sixth, ratably to pay principal of the Loans until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viiiv) eighthfifth, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b3.03(a), (other than clause (viii)), “"paid in full” means payment in cash of all amounts owing under the Loan Documents according " with respect to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including shall include interest accrued after the commencement of any Insolvency Proceeding), default interest, Proceeding irrespective of whether a claim for such interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed allowable in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 such Insolvency Proceeding. (ed) In the event of a direct conflict between the priority provisions of this Section 4.04 3.03 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 3.03 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lenders: (a) all All payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections Section 2.06 hereof to the extent set forth in any written agreement among the Agents and 7.01(f) hereofthe Lenders) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Collateral Agent or the Required Lenders shall, apply all payments in respect of any Obligations, including without limitation, all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (ii) second, ratably to pay interest then due and payable in respect of the Agent Advances until paid in full; (iii) third, ratably to pay principal of the Agent Advances until paid in full; (iv) fourth, ratably to pay the Revolving Loan Obligations in respect of any fees (other than any Applicable Prepayment Premium) ), expense reimbursements, indemnities and indemnities other amounts then due and payable to the Revolving Loan Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Revolving Loans until paid in full; (vi) sixth, ratably to pay principal of the Revolving Loans until paid in full; (vii) seventh, ratably to pay the Bank Product Obligations in an amount not to exceed the amount of the Bank Product Reserve; (viii) eighth, ratably to pay the Term Loan Obligations in respect of any fees (other than any Applicable Prepayment Premium), expense reimbursements indemnities and other amounts then due and payable to the Term Loan Lenders until paid in full; (ix) ninth, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; (x) tenth, ratably to pay principal of the Term Loan until paid in full; (xi) eleventh, ratably to pay the Obligations in respect of the Applicable Prepayment Premium then due and payable to the Lenders until paid in full, (xii) twelfth, ratably to pay the Bank Product Obligations to the extent not paid under clause (vii) above until paid in full; and (viiixiii) eighththirteenth, to the ratable payment of all other Obligations then due and payablepayable until paid in full; and (xiv) fourteenth, to the Borrowers or whomever shall be entitled thereto to the extent permitted by Requirements of Law. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), 4.03(b) (other than clause (viiixiii)), “"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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viiixiii), “"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 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 Proceeding. (ed) In the event of a direct conflict between the priority provisions of this Section 4.04 4.03 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 4.03 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lendershereof: (a) all payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections 2.06 Section 2.06(c) and 7.01(f) hereofthe Fee Letter and the audit and collateral monitoring fees provided for in Section 4.01) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Lenders shall, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents Secured Parties until paid in full; (ii) second, ratably to pay any interest then due and payable in respect of the Collateral Agent Advances until paid in full; (iii) third, ratably to pay principal of the Collateral Agent Advances until paid in full; (iv) fourth, ratably to pay the Obligations in respect of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Loans until paid in full; (vi) sixth, ratably to pay principal of the Loans until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders full until paid in full; and (viiix) eighthseventh, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers Borrower specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loan or the Delayed Draw Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii)), “paid in full” means payment in cash of all amounts owing under the Loan Documents according with respect to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including shall include interest accrued after the commencement of any Insolvency Proceeding), default interest, Proceeding irrespective of whether a claim for such interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed allowable in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 such Insolvency Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 shall control and govern.

Apportionment of Payments. Subject to Section ‎Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lendershereof: (a) all All payments of principal and interest in respect of the outstanding LoansTerm Loan, all payments of fees (other than the fees set forth in Sections ‎Section 2.06 and 7.01(f) hereof) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares Share or otherwise as provided herein or, in respect of payments not made on account of Loansthe Term Loan, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Collateral Agent or the Required Lenders shall, apply all payments in respect of any Obligations, including without limitation, all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (ii) second, ratably to pay interest the Obligations in respect of any fees (other than any Applicable Premium), expense reimbursements, indemnities and other amounts then due and payable in respect of to the Agent Advances Lenders until paid in full; (iii) third, ratably to pay principal of the Agent Advances Term Loan until paid in full; (iv) fourth, ratably to pay the Obligations in respect of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Loans until paid in full; (vi) sixth, ratably to pay principal of the Loans until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viiiv) eighthfifth, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), ‎Section 4.03(b) (other than clause (viii)v) thereof), “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viiiv), “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 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 Proceeding. (ed) In the event of a direct conflict between the priority provisions of this Section 4.04 ‎Section 4.03 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 ‎Section 4.03 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents Agent and/or the Lenders: (a) all All payments of principal principal, interest and interest PIK Interest in respect of the outstanding Loansportion of the Loan, all payments of fees (other than the fees set forth in Sections 2.06 and 7.01(f) hereof) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loansthe Loan, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Lenders shall, may apply all proceeds payments in respect of the Collateralany Obligations, subject to the provisions of this Agreement, (i) firstFIRST, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents Agent until paid in full; (ii) second, ratably to pay interest then due and payable in respect of the Agent Advances until paid in full; (iii) third, ratably to pay principal of the Agent Advances until paid in full; (iv) fourthSECOND, ratably to pay the Obligations in respect of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Lenders until paid in full; (viii) fifthTHIRD, ratably to pay interest then due and payable in respect of the Loans Loan until paid in full; (viiv) sixthFOURTH, ratably to pay principal PIK Interest due in respect of the Loans Loan until paid in full; (viiv) seventhFIFTH, ratably to pay the Obligations in respect principal of any Applicable Prepayment Premium then due and payable to the Lenders Loan until paid in full; and (viii) eighthSIXTH, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b3.04(b) shall not be deemed to apply to any payment by the Borrowers Borrower specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans Loan in accordance with the terms and conditions of Section 2.052.04. (d) For purposes of Section 4.04(b3.04(b), (other than clause (viii)), “"paid in full” means payment in cash of all amounts owing under the Loan Documents according " with respect to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including shall include interest accrued after the commencement of any Insolvency Proceeding), default interest, Proceeding irrespective of whether a claim for such interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed allowable in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 such Insolvency Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 3.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 3.04 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lenders: (a) all All payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections Section 2.06 and 7.01(f) hereof) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Collateral Agent or the Required Lenders shall, apply all payments in respect of any Obligations, including without limitation, all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (ii) second, ratably to pay interest the Term Loan Obligations in respect of any fees (other than any Applicable Premium), expense reimbursements, indemnities and other amounts then due and payable in respect of to the Agent Advances Term Loan Lenders until paid in full; (iii) third, ratably to pay principal interest then due and payable in respect of the Agent Advances Term Loan until paid in full; (iv) fourth, ratably to pay principal of the Obligations in respect of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Lenders Term Loan until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Loans until paid in full; (vi) sixth, ratably to pay principal of the Loans until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viiivi) eighthsixth, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), 4.03(b) (other than clause (viii)vi) thereof), “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viiivi), “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 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 Proceeding. (ed) In the event of a direct conflict between the priority provisions of this Section 4.04 4.03 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 4.03 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lenders: (a) all All payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections Section 2.06 and 7.01(f) hereof) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Collateral Agent or the Required Lenders shall, apply all proceeds of the Collateral, subject to the provisions of this Agreement, Agreement (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (ii) second, ratably to pay interest then due and payable in respect of the Collateral Agent Advances until paid in full; (iii) third, ratably to pay principal of the Collateral Agent Advances until paid in full; (iv) fourth, ratably to pay the Revolving Loan Obligations and Term Loan Obligations in respect of any fees (other than any Applicable Prepayment Premium) ), expense reimbursements, indemnities and indemnities other amounts then due and payable to the Revolving Loan Lenders and Term Loan Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Revolving Loans and the Term Loan until paid in full; (vi) sixth, ratably to pay principal of the Revolving Loans and the Term Loan until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viii) eighth, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), 4.03(b) (other than clause (viii)xi) thereof), “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viiixi), “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 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 Proceeding. (ed) In the event of a direct conflict between the priority provisions of this Section 4.04 4.03 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 4.03 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lenders2.02: (a) all payments of principal and interest in respect of outstanding Loans, Term Loan all payments of fees (other than the fees set forth in Sections 2.06 Section 2.06, and 7.01(f) hereofthe audit and collateral monitoring fee provided for in Section 3.01) and all other payments in respect of any other Term Loan Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loansthe Term Loan, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Lenders shall, apply all payments in respect of any Term Loan Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Term Loan Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents Agent until paid in full; (ii) second, ratably to pay interest then due and payable the Term Loan Obligations in respect of any fees and indemnities then due to the Agent Advances Term Loan Lenders until paid in full; (iii) third, ratably to pay principal interest due in respect of the Agent Advances Term Loan until paid in full; (iv) fourth, ratably to pay principal of the Obligations in respect of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Lenders Term Loan until paid in full; , and (v) fifth, ratably to pay interest then due and payable in respect of the Loans until paid in full; (vi) sixth, ratably to pay principal of the Loans until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viii) eighth, to the ratable payment of all other Term Loan Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b3.04(b) shall not be deemed to apply to any payment by the Borrowers Borrower specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans Loan in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b3.04(b), (other than clause (viii)), “"paid in full” means payment in cash of all amounts owing under the Loan Documents according " with respect to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including shall include interest accrued after the commencement of any Insolvency Proceeding), default interest, Proceeding irrespective of whether a claim for such interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed allowable in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 such Insolvency Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 3.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 3.04 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lenders: (a) all All payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections Section 2.06 hereof to the extent set forth in any written agreement among the Agents and 7.01(f) hereofthe Lenders) and all other payments in respect of any other outstanding Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent mayshall, and upon the direction of the Origination Agent or the Required Lenders shallLenders, apply all payments in respect of any Obligations, including without limitation, all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the outstanding Obligations in respect of any feesfees (other than the Specified Fees), expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (ii) second, ratably to pay accrued but unpaid interest then due and payable in respect of the Origination Agent Advances until paid in full; (iii) third, ratably to pay outstanding principal of the Origination Agent Advances until paid in full; (iv) fourth, ratably to pay the outstanding Obligations in respect of any fees (other than any Applicable Prepayment Premium) ), expense reimbursements, indemnities and indemnities other amounts then due and payable to the Term Loan Lenders until paid in full; (v) fifth, ratably to pay accrued but unpaid interest then due and payable in respect of the Loans Term Loan until paid in full; (vi) sixth, ratably to pay outstanding principal of the Loans Term Loan (including the Term Loan PIK Amount) until paid in full; (vii) seventh, ratably to pay the outstanding Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viii) eighth, to the ratable payment of all other outstanding Obligations (other than the Specified Fees) then due and payable until paid in full, (ix) ninth, to the ratable payment of the Specified Fees then due and payable, and (x) tenth, any remainder, to the Administrative Borrower or as a court of competent jurisdiction may direct. Notwithstanding the forgoing, the Administrative Agent shall not be directed by the Required Lenders to not pay the fees and expenses under the first clause above. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), 4.03(b) (other than clause (viii)) thereof), “paid in full” means payment in cash (except as otherwise expressly provided in the Loan Documents) of all amounts (other than Contingent Indemnity Obligations) owing under the Loan Documents according to in accordance with 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 same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “paid in full” means payment in cash (except as otherwise expressly provided in the Loan Documents) of all amounts (other than Contingent Indemnity Obligations) owing under the Loan Documents according to in accordance with 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 Proceeding. (ed) In the event of a direct conflict between the priority provisions of this Section 4.04 4.03 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 4.03 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents Agent and/or the Lenders: (a) all payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections Section 2.06 and 7.01(f) hereof) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Lenders Lenders, shall, apply all payments received by the Agent in respect of the Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, : (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents Agent until paid in full; (ii) second, ratably to pay interest then due and payable in respect of the Agent Advances until paid in full; (iii) third, ratably to pay principal of the Agent Advances until paid in full; (iv) fourth, ratably to pay the Obligations in respect of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Lenders until paid in full; (viii) fifththird, ratably to pay interest then due and payable in respect of the Loans Term Loan A-1, Term Loan A and the Term Loan B until paid in full; (viiv) sixthfourth, ratably to pay principal of the Loans until paid in full; Term Loan A-1, Term Loan A and Term Loan B (vii) seventh, ratably to pay including the Obligations in respect of Funding Fee and any Applicable Prepayment Premium then due and payable PIK Interest added to the Lenders outstanding principal balance of the Term Loan A-1, Term Loan A and Term Loan B) until paid in full; and (viiiv) eighthfifth, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b3.03(b) shall not be deemed to apply to any payment by the Borrowers Borrower specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans Loan in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), 3.03(b) (other than clause (viiiv)), “"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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viiiv), “"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 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 Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 3.03 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 3.03 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lendershereof: (a) all All payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections 2.06 and 7.01(f) hereof) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein herein, or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Lenders shall, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (ii) second, ratably to pay interest then due and payable the Term Loan A Obligations in respect of any fees and indemnities then due to the Agent Advances Term Loan A Lenders until paid in full; (iii) third, ratably to pay principal interest due in respect of the Agent Advances Term Loan A, until paid in full; (iv) fourth, ratably to pay principal of the Term Loan A Obligations in respect of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Lenders until paid in full; (v) fifth, ratably to pay interest then due and payable the Term Loan B Obligations in respect of any fees and indemnities then due to the Loans Term Loan B Lenders until paid in full; (vi) sixth, ratably to pay principal interest due in respect of the Loans Term Loan B until paid in full; (vii) seventh, ratably to pay principal of the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders Term Loan B until paid in full; and (viii) eighth, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b4.03(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of the principal of or interest on the Term Loan A or other related Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii)4.03(b), “paid in full” means payment in cash of all amounts owing under the Loan Documents according with respect to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including shall include interest accrued after the commencement of any Insolvency Proceeding), default interest, Proceeding irrespective of whether a claim for such interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed allowable in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 such Insolvency Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 4.03 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 4.03 shall control and govern. (f) Any prepayment of Term Loan A pursuant to Section 4.03 will be applied first to any then outstanding Term Loan A PIK Amount and then to the remainder of the Term Loan A. (g) Any prepayment of Term Loan B pursuant to Section 4.05 will be applied first to any then outstanding Term Loan B PIK Amount and then to the remainder of the Term Loan B.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lendershereof: (a) all All payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections Section 2.06 and 7.01(f) hereof) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Collateral Agent or the Required Lenders shall, apply all payments in respect of any Obligations, including without limitation, all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any customary and reasonable fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents (in their capacity as Agents) until paid in full; (ii) second, ratably to pay interest then due and payable in respect of the Agent Advances until paid in full; (iii) third, ratably to pay principal of the Agent Advances until paid in full; (iv) fourth, ratably to pay the Obligations in respect of any fees (other than any the Applicable Prepayment Premium) ), expense reimbursements, indemnities and indemnities other amounts then due and payable to the Lenders until paid in full; (viii) fifththird, ratably to pay interest then due and payable in respect of the Loans Loan until paid in full; (viiv) sixthfourth, ratably to pay principal of the Loans Loan until paid in full; (viiv) seventhfifth, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viiivi) eighthsixth, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii)4.03(b), “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 otherwise provided for under the Loan Documents (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 Proceeding. (ed) In the event of a direct conflict between the priority provisions of this Section 4.04 4.03 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 4.03 shall control and govern.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lenders: (a) all All payments of principal and interest in respect of outstanding Loans, all payments of fees (other than to the fees extent set forth in Sections 2.06 and 7.01(f) hereofany such written agreement among the Agents and/or the Lenders) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein herein, or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent mayshall, and upon the direction of the Required Lenders shallLenders, apply all payments made in respect of Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents until paid in full; (ii) second, ratably to pay interest the Obligations in respect of any fees, expense reimbursements and indemnities then due and payable in respect of to the Agent Advances Lenders until paid in full; (iii) third, ratably to pay principal interest then due and payable in respect of the Agent Collateral Advances until paid in full; (iv) fourth, ratably to pay principal of the Obligations in respect of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Lenders Collateral Advances until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Loans Term Loan until paid in full; (vi) sixth, ratably to pay principal of the Loans Term Loan until paid in full; and (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viii) eighth, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b4.03(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans Loan in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b4.03(b), (other than clause (viii)), “"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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 4.03 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 4.03 shall control and govern.

Apportionment of Payments. Subject (i) Prior to Section 2.02 or Section 12.07 hereof and to any written agreement among the Agents and/or the Lenders: (aA) all payments of principal and interest in respect of outstanding Loans, all payments of fees (other than the fees set forth in Sections 2.06 and 7.01(f) hereof) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein or, in respect of payments not made on account of Loans, as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, Default and (B) delivery by the Determining Lenders of the notice to the Administrative Agent mayreferred to in Section 2.10(d)(ii)(B) below, and upon the direction all payments in respect ---------------------- of the Required Lenders shall, apply all proceeds of Obligations shall be applied in the Collateral, subject to the provisions of this Agreement, following order: (i1) first, ratably to pay the Obligations in respect Administrative Agent's fees and expenses ----- incurred on behalf of any feesthe Lenders then due and payable; (2) second, expense reimbursements, indemnities and to pay all other amounts fees then due and payable under the Loan ------ Documents; (3) third, to pay all other amounts other than principal and interest ----- (including, without limitation, expense reimbursements and indemnities) not otherwise referred in clauses (1) and (2) immediately preceding then due and payable under the Agents until paid in full; Loan Documents; (ii4) secondfourth, ratably to pay interest then due and payable on the Advances, to ------ be applied in accordance with the Applicable Specified Percentages. (5) fifth, to pay principal then due and payable on the Advances, to ----- be applied in accordance with Applicable Specified Percentages. (ii) After (A) the occurrence of an Event of Default and (B) the Determining Lenders shall have delivered the notice to the Administrative Agent to apply payments in respect of the Agent Advances until paid Obligations as provided in full; (iii) thirdthis Section 2.10(d)(ii), ratably to pay principal all payments in respect of the Agent Advances until paid Obligations shall be ------------------- applied in full; the following order: (iv1) fourthfirst, ratably to pay the Obligations in respect Administrative Agent's fees and expenses ----- incurred on behalf of any the Lender then due and payable; (2) second, to pay all other fees (other than any Applicable Prepayment Premium) and indemnities then due and payable under the Loan ------ Documents; (3) third, to pay all other amounts other than principal and interest ----- (including; without limitation, expense reimbursements and indemnities) not otherwise referred to in claims (1) and (2) immediately preceding then due and payable under the Lenders until paid in full; Loan Documents; (v4) fifthfourth, ratably to pay interest then due and payable on the Advances, to ------ be applied in respect of the Loans until paid in fullaccordance with each Lenders' Total Specified Percentage; and (vi5) sixthfifth, ratably to pay principal of the Loans until paid in full; (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viii) eighth, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), (other than clause (viii)), “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 any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of clause (viii), “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 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 Proceeding. (e) In the event of a direct conflict between the priority provisions of this Section 4.04 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be applied in concert ----- accordance with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 shall control and governLender's Total Specified Percentage.

Apportionment of Payments. Subject to Section 2.02 or Section 12.07 hereof and to any written agreement or other arrangement among Agent or the Agents and/or the LendersPurchasers: (a) all All payments of principal and interest in respect of the outstanding LoansNotes, all payments of fees (other than the audit and collateral monitoring fees set forth provided for in Sections 2.06 Section 3.01, and 7.01(f) hereofany other amounts payable in respect of the Securities) and all other payments in respect of any other Obligations, shall be allocated by the Administrative Agent among such of the Lenders Purchasers as are entitled thereto, in proportion to their respective Pro Rata Shares Share or otherwise as provided herein or, in respect of payments not made on account of Loans, the Obligations as designated by the Person making payment when the payment is made. (b) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and upon the direction of the Required Lenders Purchasers shall, apply all payments in respect of any Obligations and all proceeds of the Collateral, subject to the provisions of this Agreement, (i) first, ratably to pay the Obligations in respect consisting of any fees, expense reimbursements, indemnities and other amounts then due and payable to the Agents Agent until paid in full; (ii) second, ratably to pay interest then due and payable in respect of the Agent Advances until paid in full; (iii) third, ratably to pay principal of the Agent Advances until paid in full; (iv) fourth, ratably to pay the Obligations in respect of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Lenders Purchasers until paid in full; (v) fifth, ratably to pay interest then due and payable in respect of the Loans Notes until paid in full; (vi) sixth, ratably to pay principal of the Loans Notes until paid in full; , and (vii) seventh, ratably to pay the Obligations in respect of any Applicable Prepayment Premium then due and payable to the Lenders until paid in full; and (viii) eighth, to the ratable payment of all other Obligations then due and payable. (c) In each instance, so long as no Event of Default has occurred and is continuing, Section 4.04(b) shall not be deemed to apply to any payment by the Borrowers specified by the Administrative Borrower to the Administrative Agent to be for the payment of Term Loan Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Term Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), 3.04(b) (other than clause (viii)vii) thereof), “paid in full” means with respect to any Obligations, payment in cash of all amounts owing under the Loan Purchase Documents according to the terms thereofin respect of such Obligations, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding)interest, default interest, interest on interest, cash payments, expense reimbursements and expense reimbursementsindemnities, specifically including in each case any of the foregoing which would accrue after the commencement of any Insolvency Proceeding irrespective of whether or not same would be or a claim is allowed or disallowed allowable in whole or in part in any such Insolvency Proceeding, except to the extent that default or overdue interest (but not any other interest) and loan fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for the purposes of such clause (viiivii), “paid in full” means with respect to any Obligations, payment in cash of all amounts owing under the Loan Purchase Documents according to the terms thereofin respect of such Obligations, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding)interest, default interest, interest on interest, cash payments, expense reimbursements and expense reimbursementsindemnities, specifically including in each case any of the foregoing which would accrue after the commencement of any Insolvency Proceeding irrespective of whether or not the same would be or a claim is allowed or disallowed allowable in whole or in part in any such Insolvency Proceeding. (ed) In the event of a direct conflict between the priority provisions of this Section 4.04 3.04 and other provisions contained in any other Loan Purchase Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 4.04 3.04 shall control and govern.