Common use of Apportionment of Payments Clause in Contracts

Apportionment of Payments. (i) Subject to the provisions of Section 4.2(b)(v), all payments of principal and interest in respect of outstanding Loans, all payments in respect of Reimbursement Obligations, all payments of fees and all other payments in respect of any other Obligations, shall be allocated among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein. Subject to the provisions of Section 4.2(b)(ii), all such payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower or any Qualified Borrower shall be applied in the following order: (A) to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or such Qualified Borrower, (B) to pay all other Obligations then due and payable and (C) as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of Committed Loans shall be applied first, to repay outstanding Base Rate Loans, and then to repay outstanding Eurodollar Rate Loans, with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. (ii) After the occurrence of an Event of Default and while the same is continuing, the Administrative Agent shall apply all payments in respect of any Obligations and any amounts received as a result of the exercise of remedies pursuant to Sections 11.12 and 14.5, in the following order: (A) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified Borrower; (B) second, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Administrative Agent; (C) third, to pay principal of and interest on Letter of Credit Obligations (or, to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral in respect of such Obligations); (D) fourth, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders and the Co-Agents; (E) fifth, to pay interest due in respect of Loans; (F) sixth, to the ratable payment or prepayment of principal outstanding on Loans; and (G) seventh, to the ratable payment of all other Obligations. The order of priority set forth in this Section 4.2(b)(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Arrangers, the other Lenders and other Holders as among themselves. The order of priority set forth in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay from the proceeds of Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.1. (iv) Subject to Section 4.2(b)(v), the Administrative Agent shall promptly distribute to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender, or at such other address as a Lender or other Holder may request in writing, such funds as such Person may be entitled to receive, subject to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. (v) In the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.2, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loans.

Apportionment of Payments. (i) Subject to Section 2.02 hereof and to any written agreement among the provisions of Section 4.2(b)(v), all Agents and/or the Lenders (including the Agreement Among Lenders): (a) All payments of principal and interest in respect of outstanding Loans, all payments in respect of Reimbursement the Letter of Credit Obligations, all payments of fees (other than the fees set forth in Section 2.06 hereof to the extent set forth in a written agreement among the Agents and the Lenders, fees with respect to Letters of Credit provided for in Sections 2.06(c)(i)(B) and 2.06(c)(ii)) 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. Subject to the provisions herein or, in respect of Section 4.2(b)(ii)payments not made on account of Loans or Letter of Credit Obligations, all such payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower or any Qualified Borrower shall be applied in the following order: (A) to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or such Qualified Borrower, (B) to pay all other Obligations then due and payable and (C) as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of Committed Loans shall be applied first, to repay outstanding Base Rate Loans, and then to repay outstanding Eurodollar Rate Loans, with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest PeriodsPerson making payment when the payment is made. (iib) After the occurrence and during the continuance of an Event of Default and while the same is continuingDefault, the Administrative Agent shall may, and upon the direction of the Collateral Agent or the Required Lenders shall, apply all payments in respect of any Obligations and any amounts received as a result proceeds of the exercise of remedies pursuant to Sections 11.12 and 14.5, in the following order: Collateral as follows: (Ai) first, ratably to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified Borrower; (B) second, to pay Obligations in respect of any fees, expense reimbursements 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 the Revolving Loan Obligations in respect of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Administrative Agent; Revolving Loan Lenders until paid in full; (Ciii) third, ratably to pay interest then due and payable 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 interest on Letter of Credit Obligations (or, to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral Cash Collateral in respect of such Obligations); ) until paid in full; (Dv) fourthfifth, ratably to pay Bank Product Obligations in an amount not to exceed $5,000,000 plus the amount of the Bank Product Reserve then in effect; (vi) sixth, ratably to pay the Term Loan Obligations in respect of any fees, expense reimbursements or fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Term Loan Lenders until paid in full; (vii) seventh, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; (viii) eighth, ratably to pay principal of the Term Loan A until paid in full; (ix) ninth, ratably to pay principal of the Term Loan B 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 and the Co-Agents; until paid in full; (Exi) fiftheleventh, ratably to pay interest due in respect of Loans; (F) sixth, Bank Product Obligations to the ratable payment or prepayment of principal outstanding on Loansextent not paid under clause (v) above; and and (Gxii) seventhtwelfth, to the ratable payment of all other Obligations. The order Obligations then due and payable. (c) In each instance, so long as no Event of priority set forth in this Section 4.2(b)(ii) Default has occurred and is continuing 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 4.03(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 Loans or other related provisions Obligations then due and payable under any provision of this Agreement are set forth solely to determine or the rights and priorities prepayment of all or part of the Administrative Agent, the Arrangers, the other Lenders and other Holders as among themselves. The order of priority set forth in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent principal of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay from the proceeds of Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Term Loans in accordance with the procedures terms and subject to the conditions specified in of Section 2.12.05. (ivd) Subject to For purposes of Section 4.2(b)(v4.03(b), “paid in full” means payment in cash of all amounts owing under the Administrative Agent shall promptly distribute to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page Loan Documents according to the Assignment terms thereof, including loan fees, service fees, professional fees and Acceptance by which it became a Lenderinterest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest calculated at default rates, interest on interest and expense reimbursements, whether or at such other address as a Lender not the same would be or other Holder may request is allowed or disallowed in writingwhole or in part in any Insolvency Proceeding, such funds as such Person may be entitled to receive, subject 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 Article XII; provided this 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 Administrative Agent shall under no circumstances fullest extent possible, to be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in concert with each other. In the event of any doubt or dispute actual, irreconcilable conflict that cannot be resolved as to any apportionment or distribution contemplated hereby. (v) In the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under aforesaid, the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) 4.03 shall apply only with respect to the proceeds of payments of Obligations control and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.2, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loansgovern.

Apportionment of Payments. (ia) Subject to the provisions of Section 4.2(b)(v2.03, Section 5.03(b) and Section 5.07(b), all payments of principal and interest in respect of outstanding Loans, all payments in respect of Reimbursement Obligationsunpaid reimbursement obligations under Section 4.04(a), all payments of fees and all other payments in respect of any other ObligationsObligations hereunder, shall be allocated among such of the Lenders and the Issuing Banks as are entitled thereto, in proportion to their respective Pro Rata Shares ratably or otherwise as expressly provided herein. Subject Except as provided in Section 5.07(b) with respect to payments and proceeds of Collateral received after the provisions occurrence of Section 4.2(b)(ii)an Event of Default, all such payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower or any Qualified Borrower shall be applied in the following orderapplied: (A) to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or such Qualified Borrower, (B) to pay all other Obligations then due and payable and (C) as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of Committed Loans shall be applied first, to repay outstanding Base Rate Loans, and then to repay outstanding Eurodollar Rate Loans, with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. (ii) After the occurrence of an Event of Default and while the same is continuing, the Administrative Agent shall apply all payments in respect of any Obligations and any amounts received as a result of the exercise of remedies pursuant to Sections 11.12 and 14.5, in the following order: (Ai) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself Citibank for which the Administrative Agent has not then been reimbursed by such Lender or any Borrower; (ii) second, to pay interest on and then the principal of the Loans then due and payable (in the order described hereinbelow); (iii) third to pay principal of and interest on all unpaid reimbursement obligations under Section 4.04(a); (iv) fourth, to the Cash Collateral Account, to secure outstanding Letters of Credit to the extent required pursuant to this Agreement; (v) fifth, to pay all other Obligations of any Loan Party under any Loan Document then due and payable, ratably; and (vi) sixth, as the Borrowers so designate. All such principal and interest payments in respect of the Loans shall be applied first to repay outstanding ABR Loans and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. (b) During the continuance of an Event of Default and after declaration thereof by written notice from the Administrative Agent to the Borrowers, the Administrative Agent shall apply all payments in respect of Loans, unpaid reimbursement obligations under Section 4.04(a) or any other Obligations, and the Collateral Agent shall deliver all proceeds of Collateral to the Administrative Agent for application, in the following order: (i) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than Citibank for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified BorrowerBorrowers; (Bii) second, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Administrative AgentAgents under any of the Loan Documents; (Ciii) third, to pay principal of and interest on Letter of Credit Obligations (or, to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral in respect of such Obligations); (D) fourth, to pay Obligations in respect ratable payment of any fees, expense reimbursements or indemnities then due to the Lenders and the Co-AgentsIssuing Banks under any of the Loan Documents; (Eiv) fifthfourth, to pay the ratable payment of interest due in respect of the Loans, in accordance with the Lenders' respective Percentages; (Fv) sixthfifth, to the ratable payment or prepayment of principal outstanding on all Loans, in accordance with the Lenders' respective Percentages; (vi) sixth, to pay principal of and interest on all unpaid reimbursement obligations under Section 4.04(a); (vii) seventh, to the Cash Collateral Account to secure LC Obligations in respect of outstanding Letters of Credit, in an amount equal to the Cash Collateral Required Amount; and (Gviii) seventheighth, to the ratable payment of all other ObligationsObligations of the Loan Parties then outstanding under the Loan Documents. The order of priority set forth in this Section 4.2(b)(ii5.07(b) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, Agents and the Arrangers, the other Lenders and other Holders as among themselves. The order of priority set forth in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay from the proceeds of Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.1. (iv) Subject to Section 4.2(b)(v), the Administrative Agent shall promptly distribute to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender, or at such other address as a Lender or other Holder may request in writing, such funds as such Person may be entitled to receive, subject to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. (v) In the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.2, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loans.

Apportionment of Payments. (i) Subject to the provisions of Section 4.2(b)(v), all terms hereof: (a) All payments of principal and interest in respect of outstanding Loans, all payments in respect of Reimbursement the Letter of Credit Obligations, all payments of fees (other than the fees with respect to Letters of Credit provided for in Sections 2.18(c) [Letter of Credit Fees]) 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 Ratable Share or otherwise as provided herein. Subject to herein or, in respect of payments not made on account of Loans or Letter of Credit Obligations, as designated by the provisions Person making payment when the payment is made. (b) After the occurrence and during the continuance of Section 4.2(b)(ii)an Event of Default, all such payments and any other amounts received by the Administrative Agent from or for may, and upon the benefit direction of the Borrower Collateral Agent or any Qualified Borrower shall be applied in the following orderRequired Lenders shall, apply all proceeds of the Collateral as follows: (Ai) First, to pay principal payment of and interest on any that portion of the Loans which Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent may have advanced on behalf of any in its capacity as such, the Collateral Agent in its capacity as such, the Issuing Lender other than itself for which in its capacity as such and the Swing Loan Lender in its capacity as such, ratably among the Administrative Agent has not then been reimbursed by such Agent, Collateral Agent, the Issuing Lender or and Swing Loan Lender in proportion to the Borrower or such Qualified Borrower, (B) respective amounts described in this clause First payable to pay all other Obligations then due and payable and (C) as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of Committed Loans shall be applied first, to repay outstanding Base Rate Loans, and then to repay outstanding Eurodollar Rate Loans, with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods.them; (ii) After Second, to payment of that portion of the occurrence Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them; (iii) Third, to payment of an Event that portion of Default the Obligations constituting accrued and while unpaid interest on the same is continuingLoans and Reimbursement Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them; (iv) Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, Reimbursement Obligations, Bank Product Obligations and to cash collateralize any undrawn amounts under outstanding Letters of Credit, ratably among the Lenders, the Administrative Agent shall apply all payments Issuing Lender, the Bank Product Providers, in respect proportion to the respective amounts described in this clause Fourth held by them; and (v) Last, the balance, if any, to the Loan Parties or as required by Law. Notwithstanding anything to the contrary in this Section 4.09, no Swap Obligations of any Obligations and any Non-Qualifying Party shall be paid with amounts received from such Non-Qualifying Party under its Guaranty Agreement (including sums received as a result of the exercise of remedies pursuant with respect to Sections 11.12 and 14.5, in the following order: (Asuch Guaranty Agreement) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified Borrower; (B) second, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Administrative Agent; (C) third, to pay principal of and interest on Letter of Credit Obligations (or, to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral in respect of such Obligations); (D) fourth, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders and the Co-Agents; (E) fifth, to pay interest due in respect of Loans; (F) sixth, to the ratable payment or prepayment of principal outstanding on Loans; and (G) seventh, to the ratable payment of all other Obligations. The order of priority set forth in this Section 4.2(b)(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Arrangers, the other Lenders and other Holders as among themselves. The order of priority set forth in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay from the proceeds of Loans made such Non-Qualifying Party’s Collateral if such Swap Obligations would constitute Excluded Hedge Liabilities; provided, however, that to the Borrower hereunder, whether extent possible appropriate adjustments shall be made following a request by the Borrower or any Qualified Borrower pursuant to Sections 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.1. (iv) Subject to Section 4.2(b)(v), the Administrative Agent shall promptly distribute to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender, or at such other address as a Lender or other Holder may request in writing, such funds as such Person may be entitled to receive, subject to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. (v) In the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Commitments, and/or the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all Collateral from other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) shall apply only Loan Parties that are Eligible Contract Participants with respect to such Swap Obligations to preserve the proceeds of payments of allocation to Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of otherwise set forth above in this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.2, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loans4.09.

Apportionment of Payments. (i) Subject to Section 2.02 hereof and to any written agreement among the provisions of Section 4.2(b)(v), all Agents and/or the Lenders (including the Agreement Among Lenders): (a) All payments of principal and interest in respect of outstanding Loans, all payments in respect of Reimbursement the Letter of Credit Obligations, all payments of fees (other than the fees set forth in Section 2.06 hereof to the extent set forth in a written agreement among the Agents and the Lenders, fees with respect to Letters of Credit provided for in Sections 2.06(c)(i)(B) and 2.06(c)(ii)) 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. Subject to the provisions herein or, in respect of Section 4.2(b)(ii)payments not made on account of Loans or Letter of Credit Obligations, all such payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower or any Qualified Borrower shall be applied in the following order: (A) to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or such Qualified Borrower, (B) to pay all other Obligations then due and payable and (C) as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of Committed Loans shall be applied first, to repay outstanding Base Rate Loans, and then to repay outstanding Eurodollar Rate Loans, with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest PeriodsPerson making payment when the payment is made. (iib) After the occurrence and during the continuance of an Event of Default and while the same is continuingDefault, the Administrative Agent shall may, and upon the direction of the Collateral Agent or the Required Lenders shall, apply all payments in respect of any Obligations and any amounts received as a result proceeds of the exercise of remedies pursuant to Sections 11.12 and 14.5, in the following order: Collateral as follows: (Ai) first, ratably to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified Borrower; (B) second, to pay Obligations in respect of any fees, expense reimbursements 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 the Revolving Loan Obligations in respect of any fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Administrative Agent; Revolving Loan Lenders until paid in full; (Ciii) third, ratably to pay interest then due and payable 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 interest on Letter of Credit Obligations (or, to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral Cash Collateral in respect of such Obligations); ) until paid in full; (Dv) fourthfifth, ratably to pay Bank Product Obligations in an amount not to exceed the amount of the Bank Product Reserve; (vi) sixth, ratably to pay the Term Loan Obligations in respect of any fees, expense reimbursements or fees (other than any Applicable Prepayment Premium) and indemnities then due and payable to the Term Loan Lenders until paid in full; (vii) seventh, ratably to pay interest then due and payable in respect of the Term Loan until paid in full; (viii) eighth, ratably to pay principal of the Term Loan A until paid in full; (ix) ninth, ratably to pay principal of the Term Loan B 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 and the Co-Agents; until paid in full; (Exxi) fifthtenth,eleventh, ratably to pay interest due in respect of Loans; (F) sixth, Bank Product Obligations to the ratable payment or prepayment of principal outstanding on Loansextent not paid under clause (v) above; and and (Gxixii) seventheleventhtwelfth, to the ratable payment of all other Obligations. The order Obligations then due and payable. (c) In each instance, so long as no Event of priority set forth in this Section 4.2(b)(ii) Default has occurred and is continuing 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 4.03(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 Loans or other related provisions Obligations then due and payable under any provision of this Agreement are set forth solely to determine or the rights and priorities prepayment of all or part of the Administrative Agent, the Arrangers, the other Lenders and other Holders as among themselves. The order of priority set forth in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent principal of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay from the proceeds of Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Term Loans in accordance with the procedures terms and subject to the conditions specified in of Section 2.12.05. (ivd) Subject to For purposes of Section 4.2(b)(v4.03(b), “paid in full” means payment in cash of all amounts owing under the Administrative Agent shall promptly distribute to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page Loan Documents according to the Assignment terms thereof, including loan fees, service fees, professional fees and Acceptance by which it became a Lenderinterest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest calculated at default rates, interest on interest and expense reimbursements, whether or at such other address as a Lender not the same would be or other Holder may request is allowed or disallowed in writingwhole or in part in any Insolvency Proceeding, such funds as such Person may be entitled to receive, subject 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 Article XII; provided this 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 Administrative Agent shall under no circumstances fullest extent possible, to be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in concert with each other. In the event of any doubt or dispute actual, irreconcilable conflict that cannot be resolved as to any apportionment or distribution contemplated hereby. (v) In the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under aforesaid, the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) 4.03 shall apply only with respect to the proceeds of payments of Obligations control and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.2, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loansgovern.

Apportionment of Payments. Aggregate principal and interest payments in respect of Revolving Loans shall be apportioned among all outstanding Loans to which such payments relate, in each case proportionately to Lenders’ respective Pro Rata Shares of such Loans; provided that (i) Subject to the provisions of Section 4.2(b)(v), all payments of principal in respect of the Revolving Loans pursuant to subsection 2.4B(iii)(f) shall be applied to reduce the outstanding Revolving Loans of Daily Funding Lender (subject to settlement pursuant to subsection 2.1D) prior to application to the outstanding Revolving Loans of any other Lender and (ii) payments of interest in respect of outstanding Loans, all payments in respect of Reimbursement Obligations, all payments of fees and all other payments in respect of any other Obligations, Revolving Loans which are Base Rate Loans shall be allocated apportioned ratably among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein. Subject to the provisions average daily amount of Section 4.2(b)(ii), all such payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower or any Qualified Borrower shall be applied in the following order: (A) to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or such Qualified Borrower, (B) to pay all other Obligations then due and payable and (C) as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of Committed Loans shall be applied first, to repay outstanding Base Rate Loans, and then to repay Loans of each Lender outstanding Eurodollar Rate Loans, with those Eurodollar Rate Loans during the period in which such interest shall have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. (ii) After the occurrence of an Event of Default and while the same is continuing, the Administrative Agent shall apply all payments in respect of any Obligations and any amounts received as a result of the exercise of remedies pursuant to Sections 11.12 and 14.5, in the following order: (A) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified Borrower; (B) second, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Administrative Agent; (C) third, to pay principal of and interest on Letter of Credit Obligations (or, to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral in respect of such Obligations); (D) fourth, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders and the Co-Agents; (E) fifth, to pay interest due in respect of Loans; (F) sixth, to the ratable payment or prepayment of principal outstanding on Loans; and (G) seventh, to the ratable payment of all other Obligationsaccrued. The order of priority set forth in this Section 4.2(b)(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Arrangers, the other Lenders and other Holders as among themselves. The order of priority set forth in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay from the proceeds of Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.1. (iv) Subject to Section 4.2(b)(v), the Administrative Agent shall promptly distribute to each Arranger and each other Lender Lender, at its primary address set forth below its name on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender, or at such other address as a such Lender or other Holder may request request, its Pro Rata Share of all such payments received by Agent in writingrespect of Loans and the commitment fees of such Lender when received by Agent pursuant to subsection 2.3. All such distributions to Lenders who are Foreign Currency Participants with respect to Foreign Currency Loans shall be made in U.S. Dollars, calculated at the applicable Exchange Rate for such funds currency as such Person may be entitled to receiveof the applicable date of determination. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), subject if, pursuant to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validitysubsection 2.6C, scope or priority any Notice of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute Conversion/Continuation is withdrawn as to any apportionment Affected Lender or distribution contemplated hereby. (v) In the event that if any Affected Lender fails to fund makes Base Rate Loans in lieu of its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Eurodollar Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, Agent shall give effect thereto in accordance with the other terms of this Section 4.2, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loansapportioning payments received thereafter.

Apportionment of Payments. (i) Subject to the provisions of Section 4.2(b)(v), all payments of Aggregate principal and interest payments in respect of Term Loans and Revolving Loans shall be apportioned among all outstanding LoansLoans to which such payments relate, in each case proportionately to Lenders’ respective Pro Rata Shares; provided, that all payments in respect of Reimbursement Obligations, all payments of fees and all other payments in respect of any other Obligations, Loans shall be allocated among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein. Subject to the provisions of Section 4.2(b)(ii), all such payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower or any Qualified Borrower shall first be applied in the following order: priority to repay any amounts owing to (i) first, Swing Line Lender due to the failure of any Revolving Lender to (A) to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or such Qualified Borrower, (B) to pay all other Obligations then due and payable and (C) as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of Committed Loans shall be applied first, to repay outstanding Base Rate Loans, and then to repay outstanding Eurodollar Rate Loans, with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. (ii) After the occurrence of an Event of Default and while the same is continuing, the Administrative Agent shall apply all payments in respect of any Obligations and any amounts received as fund a result of the exercise of remedies pursuant to Sections 11.12 and 14.5, in the following order: (A) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified Borrower; (B) second, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Administrative Agent; (C) third, to pay principal of and interest on Letter of Credit Obligations (or, to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral in respect of such Obligations); (D) fourth, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders and the Co-Agents; (E) fifth, to pay interest due in respect of Loans; (F) sixth, to the ratable payment or prepayment of principal outstanding on Loans; and (G) seventh, to the ratable payment of all other Obligations. The order of priority set forth in this Section 4.2(b)(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Arrangers, the other Lenders and other Holders as among themselves. The order of priority set forth in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay from the proceeds of Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence Revolving Loan for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses repaying any Refunded Swing Line Loan pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder subsection 2.1A(iii)(b) or under the Notes(B) purchase an assignment of an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c), and agrees that all such Loans so made shall be deemed (ii) second, Issuing Lenders due to have been requested by it the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to Section 2.1 as subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf Credit drawing pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.1. (iv) Subject to Section 4.2(b)(v), the subsection 3.3C. Administrative Agent shall promptly distribute to each Arranger and each other Lender Lender, at its primary address the account specified in the payment instructions set forth below its name on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender, or at such other address account as a such Lender or other Holder may request in writingsubsequent payment instructions delivered to Administrative Agent by such Lender, its Pro Rata Share of all such funds as payments received by Administrative Agent and the commitment fees and letter of credit fees of such Person may be entitled Lender, if any, when received by Administrative Agent pursuant to receivesubsection 2.3 and subsection 3.2. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), subject if, pursuant to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validitysubsection 2.6C, scope or priority any Notice of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute Conversion/Continuation is withdrawn as to any apportionment Affected Lender or distribution contemplated hereby. (v) In the event that if any Affected Lender fails to fund makes Base Rate Loans in lieu of its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”)Eurodollar Rate Loans, until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, give effect thereto in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) shall apply only with respect to the proceeds of apportioning interest payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.2, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loansreceived thereafter.

Apportionment of Payments. (i) Subject to the provisions of Section 4.2(b)(v), 2.02 hereof: (a) all payments of principal and interest in respect of outstanding Term Loans, all payments in respect of Reimbursement Obligations, all payments of fees (other than the audit and collateral monitoring fee provided for in Section 4.01) and all other payments in respect of any other Obligations, shall be paid to the Lender (or in the event there is more than one Lender hereunder, 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. Subject 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 a Default or an Event of Default, the Administrative Agent may, and upon the direction of the Lender (or in the event there is more than one Lender hereunder, upon the direction of the Required Lenders) shall, apply all proceeds of the Collateral (including all Collections other than Salvage Collections), subject to the provisions of Section 4.2(b)(ii)this Agreement, all such payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower or any Qualified Borrower shall be applied in the following order: (A) to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or such Qualified Borrower, (B) to pay all other Obligations then due and payable and (C) as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of Committed Loans shall be applied first, to repay outstanding Base Rate Loans, and then to repay outstanding Eurodollar Rate Loans, with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. (ii) After the occurrence of an Event of Default and while the same is continuing, the Administrative Agent shall apply all payments in respect of any Obligations and any amounts received as a result of the exercise of remedies pursuant to Sections 11.12 and 14.5, in the following order: (Ai) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender Servicer (other than itself for which the Administrative Agent has Initial Servicer) an amount equal to the accrued and unpaid Servicing Fees then due and payable in accordance with the Transaction Documents until paid in full (to the extent not then been reimbursed covered by such Lender the Indemnity Escrow or the Borrower or any Qualified Borrower; otherwise); (Bii) second, to pay the Obligations in respect of any fees, expense reimbursements or reimbursements, indemnities and other amounts then due and payable to the Administrative Agent; Agents until paid in full; (Ciii) third, to pay principal of the Insurance Collateral Agent an amount equal to any fees, expense reimbursements, indemnities and interest on Letter of Credit Obligations other amounts then due and payable to the Insurance Collateral Agent in accordance with the Transaction Documents until paid in full (or, to the extent such Obligations are contingent, deposited with not covered by the Administrative Agent to provide cash collateral in respect of such ObligationsIndemnity Escrow or otherwise); ; (Div) fourth, to pay the Obligations in respect of any feesfees (including the Applicable Prepayment Premium), expense reimbursements or reimbursements, indemnities and other amounts then due and payable to the Lender (or Lenders and the Co-Agents; if there is more than one Lender hereunder) until paid in full; (Ev) fifth, to pay interest then due and payable in respect of Loans; the Collateral Agent Advances until paid in full (Fto the extent not covered by the Indemnity Escrow or otherwise); (vi) sixth, to pay principal of the ratable payment Collateral Agent Advances until paid in full (to the extent not covered by the Indemnity Escrow or prepayment of principal outstanding on Loans; and otherwise), (Gvii) seventh, to pay interest then due and payable in respect of the ratable related Tranche until paid in full, (viii) eighth, to pay principal of the related Tranche until paid in full, (ix) ninth, to pay interest then due and payable in respect of all other Tranches until paid in full, (x) tenth, to pay principal of all other Tranches until paid in full, (xi) eleventh, to pay the Servicer if the Servicer is the Initial Servicer an amount equal to the accrued and unpaid Servicing Fees then due and payable in accordance with the Transaction Documents until paid in full (to the extent not covered by the Indemnity Escrow or otherwise), (xii) twelfth, the payment of all other Obligations. The order of priority set forth in this Section 4.2(b)(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Arrangers, the other Lenders and other Holders as among themselves. The order of priority set forth in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay from the proceeds of Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts then due and payable (to the extent not covered by the Borrower hereunder Indemnity Escrow or under the Notesotherwise), and agrees that all (xiii) thirteenth, any remaining proceeds from the Collateral on such Loans so made date shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.1. (iv) Subject to Section 4.2(b)(v), the Administrative Agent shall promptly distribute to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender, or at such other address as a Lender or other Holder may request in writing, such funds as such Person may be entitled to receive, subject to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. (v) In the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued;for its own account. (Cc) amounts advanced to the Borrower or the applicable Qualified Borrower to cureIn each instance, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated so long as if they were Base Rate Loans; and (D) regardless of whether or not an no Event of Default has occurred or and is continuing, and notwithstanding Section 4.04(b) shall not be deemed to apply to any payment by the instructions Borrower specified by the Borrower to the Administrative Agent to be for the payment of the Borrower Obligations then due and payable under any provision of this Agreement or the applicable Qualified Borrower as to its desired application, prepayment of all repayments or part of the principal which, of a Tranche in accordance with the other terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), “paid in full” means payment in cash of all amounts owing under the Loan Documents and the Transaction Documents according to the terms thereof, including loan fees, servicing fees, professional fees, interest (and specifically including interest accrued after the commencement of any 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. (e) In the event of a direct conflict between the priority provisions of this Section 4.24.04 and other provisions contained in any other Loan Document, would it is the intention of the parties hereto that both such priority provisions in such documents shall be applied read together and construed, to the outstanding Base Rate Loans 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 be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loanscontrol and govern.

Apportionment of Payments. (i) Subject to the provisions of Section 4.2(b)(v), all payments of principal and interest in respect of outstanding Loans, all payments in respect of Reimbursement Obligations, all payments of fees and all other payments in respect of any other Obligations, shall be allocated among such of the Lenders as are entitled thereto, in proportion to their respective applicable Pro Rata Shares or otherwise as provided herein. Subject to the provisions of Section 4.2(b)(ii), all such payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower or any Qualified Borrower shall be applied in the following order: (A) to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or such Qualified Borrower, (B) to pay all other Obligations then due and payable and (C) as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of Committed Loans shall be applied first, to repay outstanding Base Rate Loans, and then to repay outstanding Eurodollar Rate Loans, with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. (ii) After the occurrence of an Event of Default and while the same is continuing, the Administrative Agent shall apply all payments in respect of any Obligations and any amounts received as a result of the exercise of remedies pursuant to Sections 11.12 and 14.5, in the following order: (A) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified Borrower; (B) second, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Administrative Agent; (C) third, to pay principal of and interest on Letter of Credit Obligations (or, to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral in respect of such Obligations); (D) fourth, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders and the Co-Agents; (E) fifth, to pay interest due in respect of Loans; (F) sixth, to the ratable payment or prepayment of principal outstanding on Loans; and (G) seventh, to the ratable payment of all other Obligations. The order of priority set forth in this Section 4.2(b)(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Arrangers, the other Lenders and other Holders as among themselves. The order of priority set forth in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay from the proceeds of Revolving Credit Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.1. (iv) Subject to Section 4.2(b)(v), the Administrative Agent shall promptly distribute to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender, or at such other address as a Lender or other Holder may request in writing, such funds as such Person may be entitled to receive, subject to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. (v) In the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.2, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loans.to

Apportionment of Payments. (i) Subject to the provisions of Section 4.2(b)(v), all payments of Aggregate principal and interest in respect of outstanding Loans, all payments in respect of Reimbursement ObligationsTerm Loans and Revolving Loans and, all to the extent payments are made by Borrowers after payments have been made by Lenders pursuant to subsection 2.8E, payments in respect of Letters of Credit, shall be apportioned among the Term Loans, Revolving Loans and Letters of Credit to which such payments relate, and payments of the aggregate facility fees and all other Letter of Credit commissions shall be apportioned ratably among Lenders, in each case proportionally to their respective Pro Rata Shares. All principal and interest payments in respect of the Domestic Overdraft Account shall be transferred to and retained by Administrative Agent; PROVIDED that Administrative Agent shall distribute to each Lender that has purchased a participation in amounts due with respect to the Domestic Overdraft Account pursuant to subsection 2.1B such Lender's Pro Rata Share of any payments subsequently received by Administrative Agent in respect of such amounts due with respect to the Domestic Overdraft Account. All principal and interest payments in respect of any other Obligations, Offshore Overdraft Account shall be allocated transferred to and retained by the relevant Offshore Overdraft Account Provider; PROVIDED that such Offshore Overdraft Account Provider shall transfer to the Administrative Agent that portion of any payments subsequently received by such Offshore Overdraft Account Provider in respect of amounts due with respect to such Offshore Overdraft Account necessary to permit Administrative Agent to distribute to each Lender that has purchased a participation in such amounts due pursuant to subsection 2.1D such Lender's Pro Rata Share of such payments. Aggregate principal and interest payments in respect of Offshore Loans shall be apportioned among the Offshore Loans to which such of the Lenders as are entitled theretopayments relate, in proportion each case proportionally to their the relevant Lenders' respective Pro Rata Shares or otherwise as provided hereinShares. Subject to the provisions of Section 4.2(b)(ii), all such payments and any other subsection 2.4B relating to amounts received by the UK Administrative Agent from or for and to the benefit last sentence of the Borrower or any Qualified Borrower shall be applied subsection 2.8E, Administrative Agent (or, in the following order: (Acase of payments received by any Issuing Lender from a Borrower after payments have been made to such Issuing Lender by Lenders pursuant to subsection 2.8E, such Issuing Lender) shall promptly distribute to pay principal of and interest each Lender, at its primary address set forth below its name on any portion of the Loans which the Administrative Agent may have advanced on behalf of appropriate signature page hereof or at such other address as any Lender other than itself for which the Administrative Agent has not then been reimbursed by may request, its share of all such Lender or the Borrower or such Qualified Borrower, (B) to pay all other Obligations then due and payable and (C) as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of Committed Term Loans, Revolving Loans, Letters of Credit, the Domestic Overdraft Account, the Offshore Overdraft Accounts and Offshore Loans received by Administrative Agent (or such Issuing Lender) and the facility fees of such Lender when received by Administrative Agent pursuant to subsection 2.3B. Notwithstanding the foregoing provisions of this subsection 2.4C, (i) with respect to any Lender which fails to fund the purchase all or any part of its participation in a Letter of Credit as required by subsection 2.8C, its participation in the Domestic Overdraft Amount as required under subsection 2.1B or its participation in an Offshore Overdraft Amount as required under subsection 2.1D (such Lender being a "DEFAULTING PARTICIPATING LENDER"), all amounts which would otherwise be payable or allocable to such Defaulting Participating Lender under this subsection 2.4C shall instead be paid by Administrative Agent to the Issuing Lender (in the case of a failure to fund the purchase of a participation in a Letter of Credit under subsection 2.8E), Administrative Agent (in the case of a failure to fund the purchase of a participation in the Domestic Overdraft Amount under subsection 2.1B) or the applicable Offshore Overdraft Account Provider (in the case of a failure to fund a purchase of a participation in an Offshore Overdraft Amount under subsection 2.1D) (each, a "RECIPIENT"), until such Recipient has received, either pursuant to this proviso or otherwise from such Defaulting Participating Lender, an amount equal to the amount such Defaulting Participating Lender failed to so fund PLUS interest at the customary rate set by such Recipient for the correction of errors among banks for three Business Days and thereafter at the Base Rate plus the Applicable Base Rate Margin (and in the case such Defaulting Participating Lender is a Defaulting Participating Lender with respect to more than one Recipient, such amounts shall be applied firstpaid to such Recipients ratably in accordance with amounts owed to such Recipients by such Defaulting Participating Lender); (ii) if, pursuant to repay outstanding the provisions of subsection 2.6D, any Notice of Borrowing or Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans, and then to repay outstanding Loans in lieu of its Pro Rata Share of Eurodollar Rate Loans, with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. Administrative Agent shall give effect thereto in apportioning payments received thereafter and (iiiii) After after the occurrence of an Event of Default and while acceleration of the same is continuingmaturity of the Loans and amounts available for drawing under Letters of Credit as provided in Section 7, the Administrative Agent shall apply apportion all payments in respect of any Obligations and any amounts received as a result of the exercise of remedies pursuant to Sections 11.12 and 14.5, by it in the following order: (A) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified Borrower; (B) second, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Administrative Agent; (C) third, to pay principal of and interest on Letter of Credit Obligations (or, to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral in respect of such Obligations); (D) fourth, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders and the Co-Agents; (E) fifth, to pay interest due in respect of Loans; (F) sixth, to the ratable payment or prepayment of principal outstanding on Loans; and (G) seventh, to the ratable payment of all other Obligations. The order of priority set forth in this Section 4.2(b)(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Arrangers, the other Lenders and other Holders as among themselves. The order of priority set forth in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay from the proceeds of Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions manner specified in Section 2.17. (iv) Subject to Section 4.2(b)(v), the Administrative Agent shall promptly distribute to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender, or at such other address as a Lender or other Holder may request in writing, such funds as such Person may be entitled to receive, subject to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. (v) In the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.2, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loans.

Apportionment of Payments. (i) Subject to the provisions of Section 4.2(b)(vSections 3.02(b)(ii), all payments of principal and interest in respect of outstanding Loans, all payments in respect of Reimbursement Obligations, all payments of fees and all other payments in respect of any other Obligations, Revolving Loans shall be allocated among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein. Subject to the provisions of Section 4.2(b)(ii), all such payments and any other amounts received applied by the Administrative Agent from or for to the benefit ratable payment of the Borrower or any Qualified Borrower shall be applied in Revolving Loans owing to the following order: (A) to pay Lenders, and all payments of principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or such Qualified Borrower, (B) to pay all other Obligations then due and payable and (C) as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of Committed outstanding Term Loans shall be applied first, by the Administrative Agent to repay outstanding Base Rate Loans, and then the ratable payment of the Term Loans owing to repay outstanding Eurodollar Rate Loans, with those Eurodollar Rate the Lenders. Payments relating to interest shall be applied to the payment of interest owing to the Lenders in respect of the Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periodson a ratable basis. (ii) After the occurrence of an Event of Default and while the same is continuing, the Administrative Agent shall apply all payments in respect and prepayments of any Obligations and any amounts received as a result all proceeds of the exercise of remedies pursuant to Sections 11.12 and 14.5, Collateral in the following order: (A) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself pursuant to Section 2.01(c)(ii) or Section 2.02(c)(ii) for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified BorrowerBorrowers; (B) second, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Administrative AgentAgent or the Lenders; (C) third, to pay principal of and interest on Letter of Credit Obligations (or, to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral in respect of such Obligations)Loans; (D) fourth, to pay Obligations the principal amount of the Loans then outstanding in respect of any fees, expense reimbursements or indemnities then due to the Lenders and the Co-Agents;accordance with each Lender's Pro Rata Share; and (E) fifth, to pay interest due in respect of Loans; (F) sixth, to the ratable payment or prepayment of principal outstanding on Loans; and (G) seventh, to the ratable payment of all other ObligationsObligations in such order as the Administrative Agent may determine in its sole discretion. The order of priority set forth in this Section 4.2(b)(ii3.02(b)(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, Agent and the Arrangers, the other Lenders and other Holders as among themselves. The order If sufficient funds are not available to fund all Obligations described in any of priority set forth in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in foregoing clauses (A) and through (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay from the proceeds of Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.1. (iv) Subject to Section 4.2(b)(vE), the Administrative Agent available funds shall promptly distribute to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page be allocated to the Assignment and Acceptance by which it became a Lender, or at Obligations described in such other address as a Lender or other Holder may request in writing, such funds as such Person may be entitled to receive, subject to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated herebyclause ratably. (v) In the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.2, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loans.

Apportionment of Payments. (i) Subject to Section 2.02 hereof and to any written agreement among the provisions of Section 4.2(b)(v), all Agents 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 with respect to Letters of Credit provided for in Section 3.03(b)(ii) 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. Subject to the provisions herein or, in respect of Section 4.2(b)(ii)payments not made on account of Loans or Letter of Credit Obligations, all such payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower or any Qualified Borrower shall be applied in the following order: (A) to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or such Qualified Borrower, (B) to pay all other Obligations then due and payable and (C) as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of Committed Loans shall be applied first, to repay outstanding Base Rate Loans, and then to repay outstanding Eurodollar Rate Loans, with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest PeriodsPerson making payment when the payment is made. (iib) After the occurrence and during the continuance of an Event of Default and while the same is continuingDefault, the Administrative Agent shall may, and upon the direction of the Required Lenders shall, apply all payments in respect of any Obligations and any amounts received as a result all proceeds of the exercise Collateral, subject to the provisions of remedies pursuant to Sections 11.12 and 14.5this Agreement, in the following order: (Ai) first, ratably to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified Borrower; (B) second, to pay Obligations in respect of any fees, expense reimbursements reimbursements, indemnities and other amounts then due to the Agents or the L/C Issuer until paid in full; (ii) second, ratably to pay interest due in respect of the Agent Advances until paid in full, (iii) third, ratably to pay principal of Agent Advances until paid in full, (iv) fourth, ratably to pay any fees, expense reimbursements, and indemnities then due to the Administrative Agent; Revolving Loan Lenders until paid in full; (Cv) thirdfifth, ratably to pay interest due in respect of the Revolving Loans and Reimbursement Obligations until paid in full; (vi) sixth, ratably to pay principal of the Revolving Loans and interest on Letter of Credit Obligations (or, to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral in respect of such Obligations); Obligations (Dit being understood and agreed that with respect to any Letter of Credit, the amount of such cash collateral must be equal to 105% of the greatest amount for which such Letter of Credit may be drawn) fourthuntil paid in full; (vii) seventh, ratably to pay Obligations in respect of any fees, expense reimbursements or reimbursements, and indemnities then due to the Term Loan Lenders and the Co-Agents; until paid in full; (Eviii) fiftheighth, ratably to pay interest due in respect of Loans; the Term Loan until paid in full; (Fix) sixthninth, ratably to pay principal of the Term Loan until paid in full, (x) tenth, ratably to pay any fees, expense reimbursements, and indemnities then due to the ratable payment or prepayment Delayed Draw Term Loan Lenders until paid in full; (xi) eleventh, ratably to pay interest due in respect of the Delayed Draw Term Loans until paid in full; (xii) twelfth, ratably to pay principal outstanding on Loansof the Delayed Draw Term Loans until paid in full; and and (Gxiii) sevenththirteenth, to the ratable payment of all other Obligations. The order Obligations then due and payable. (c) In each instance, so long as no Event of priority set forth in this Default has occurred and is continuing, Section 4.2(b)(ii4.04(b) shall not be deemed to apply to any payment by the Borrower specified by the Borrower to the Administrative Agent to be for the payment of Term Loan Obligations or the Delayed Draw Term Loan Obligations then due and the related provisions payable under any provision of this Agreement are set forth solely to determine or the rights and priorities prepayment of all or part of the Administrative Agent, the Arrangers, the other Lenders and other Holders as among themselves. The order of priority set forth in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent principal of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to Term Loan or the terms of this Section 4.2(b)(iii), may pay from the proceeds of Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Delayed Draw Term Loans in accordance with the procedures terms and subject to the conditions specified in of Section 2.12.05. (ivd) Subject to For purposes of Section 4.2(b)(v4.04(b), (other than clause (xiii) thereof) “paid in full” means with respect to any Obligations, payment in cash of all amounts owing under the Administrative Agent shall promptly distribute to Loan Documents in respect of such Obligations, including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, specifically including in each Arranger and each other Lender at its primary address set forth on case any of the appropriate signature page hereof or foregoing which would accrue after the signature page commencement of any Insolvency Proceeding irrespective of whether a claim is allowable in such Insolvency Proceeding, except to the Assignment extent that default or overdue interest (but not any other interest) and Acceptance by fees, each arising from or related to a default, are disallowed in any Insolvency Proceeding; provided, however, that for purposes of such clause (xiii), “paid in full” means with respect to any Obligations, payment in cash of all amounts owing under the Loan Documents in respect of such Obligations, including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, specifically including in each case any of the foregoing which would accrue after the commencement of any Insolvency Proceeding irrespective of whether a claim is allowable in 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 became a Lenderis the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, or at such other address as a Lender or other Holder may request in writing, such funds as such Person may be entitled to receive, subject to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances fullest extent possible, to be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in concert with each other. In the event of any doubt or dispute actual, irreconcilable conflict that cannot be resolved as to any apportionment or distribution contemplated hereby. (v) In the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under aforesaid, the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) 4.04 shall apply only with respect to the proceeds of payments of Obligations control and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.2, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loansgovern.

Apportionment of Payments. (i) Subject to the provisions of Section 4.2(b)(v), all payments of principal and interest in respect of outstanding Loans, all payments in respect of Reimbursement Obligations, all payments of fees and all other payments in respect of any other Obligations, shall be allocated among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein. Subject to the provisions of Section 4.2(b)(ii), all such payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower or any Qualified Borrower shall be applied in the following order: (A) to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself JPMorgan for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or such Qualified Borrower,; (B) to pay all other Obligations then due and payable payable, and (C) as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of its Committed Loans shall be applied first, to repay its outstanding Base Rate Loans, and then to repay its outstanding Eurodollar Rate Loans, Loans with those Eurodollar Rate Loans which have earlier expiring Eurodollar Interest Periods being repaid prior to those which have later expiring Eurodollar Interest Periods. (ii) After the occurrence of an Event of Default and while the same is continuingcontinuing which results in an acceleration of the Obligations in accordance with Section 11.2, the Administrative Agent shall apply all payments in respect of any Obligations and any amounts received as a result of the exercise of remedies pursuant to Sections 11.12 and 14.5, in the following order: (A) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself JPMorgan for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified Borrower; (B) second, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Administrative Agent; (C) third, to pay principal of and interest on Letter of Credit Obligations (or, to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral in respect of such Obligations); (D) fourth, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders and the Co-AgentsLenders; (E) fifth, to pay interest due in respect of Loans; (F) sixth, to the ratable payment or prepayment of principal outstanding on Loans; and (G) seventh, to the ratable payment of all other Obligations. The order of priority set forth in this Section 4.2(b)(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, Agent and the Arrangers, the other Lenders and other Holders as among themselves. The order of priority set forth in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay from the proceeds of Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections Section 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2fees. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar written form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s 's behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.1. (iv) Subject to Section 4.2(b)(v), the Administrative Agent shall promptly distribute to each Arranger the Arrangers and each other Lender at its primary address set forth on the appropriate signature page hereof SCHEDULE LC hereto or the signature page to as set forth in the Assignment and Acceptance by which it became a Lender, or at such other address as a Lender or other Holder may request in writing, such funds as such Person may be entitled to receive, subject to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. (v) In the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”"NON PRO RATA LOAN"), until the earlier of such Defaulting Lender’s 's cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s 's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s 's original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s 's failure to fund its Pro Rata Share of any Loan (“Cure Loans”"CURE LOANS") shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.2, would be applied to the its outstanding Base Rate Loans shall be applied first, ratably to all its Base Rate Loans constituting Non Pro Rata Loans, second, ratably to its Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to its Base Rate Loans constituting Cure Loans.

Apportionment of Payments. (i) Subject to the provisions of Section 4.2(b)(v3.02(b)(ii) and (iv), except as otherwise provided herein (A) all payments of principal and interest in respect of outstanding LoansRevolving Loans under any Credit Facility, and all payments in respect of Reimbursement ObligationsObligations under the U.S. Facility or the Canadian Facility, shall be allocated among such of the Lenders and Issuing Banks as are entitled thereto, in proportion to their respective Pro Rata Shares of such Credit Facility and (B) all payments of fees and all other payments in respect of any other Obligations, Obligation shall be allocated among such of the Lenders and Issuing Banks as are entitled thereto, in proportion to their respective Pro Rata Shares of the applicable Credit Facility (if such Obligation relates to such Credit Facility) or otherwise as provided hereinto their respective Pro Rata Shares of all the Credit Facilities. Subject to the provisions of Section 4.2(b)(ii), all All such payments and any other proceeds of Collateral or other amounts received by the Administrative Agent from or for the benefit of the Borrower or any Qualified a Borrower shall be applied in the following order: (A) first, to pay principal of and interest on any portion of the Loans made to such Borrower which the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender other than itself the Lender then acting as Agent, for which the Administrative Agent has not then been reimbursed by such Lender or such Borrower, second, to pay principal of and interest on any Protective Advance made to such Borrower for which the Agent has not then been paid by such Borrower or such Qualified Borrower, (B) reimbursed by the Lenders, third, to pay all other Obligations of such Borrower then due and payable and and fourth, if such Borrower is a Domestic Borrower and such payment is denominated in Dollars, to the U.S. Cash Collateral Account to be held as Cash Collateral in accordance with this Agreement. Except as set forth in Sections 3.01(a) and (Cb) as the Borrower so designates. Unless and unless otherwise designated by the BorrowerCompany, (A) all principal payments made by any Borrower in respect of Committed outstanding Swing Loans or Revolving Loans of such Borrower, as the case may be, shall be applied first, to the outstanding Swing Loans of such Borrower and second, to the outstanding Revolving Loans of such Borrower, in each case, first, to repay outstanding Base Floating Rate Loans, and then (other than in the case of the Canadian Borrower) to repay outstanding Eurodollar Fixed Rate Loans, Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest PeriodsPeriods (provided, that, so long as no Default or Event of Default shall have occurred and be continuing, such Borrower (other than the Canadian Borrower) may, in lieu of having amounts applied to repay, in full or in part, a Fixed Rate Loan on a date which is not the last day of the applicable Interest Period, request that any amount to be so applied be deposited into such Borrower's U.S. Cash Collateral Account (or, in the case of Fixed Rate Loans denominated in an Optional Currency, a Cash Collateral Account for such currency) as Cash Collateral for application by the Agent to such Loan on the last day of such Interest Period). In addition, all principal payments made by each Borrower in respect of outstanding Swing Loans or Revolving Loans of such Borrower shall be deemed to repay, first Acquisition Loans made to such Borrower, and second all other Loans made to such Borrower. (ii) After the occurrence and during the continuance of an Event of Default and while the same is continuingDefault, the Administrative Agent may, and shall upon the acceleration of the Obligations pursuant to Section 11.02(a), apply all payments in respect of any Obligations and any amounts received as a result (other than payments in respect of Obligations of the exercise Canadian Borrower, which shall be applied solely to the payment of remedies pursuant Obligations under the Canadian Facility) and all proceeds of Collateral (including, without limitation, all amounts held as Cash Collateral, but excluding any proceeds of Collateral which are owned by the Canadian Borrower, which proceeds shall be applied solely to Sections 11.12 and 14.5, the payment of Obligations under the Canadian Facility) to the Obligations in the following order:order (it being understood that the Agent shall have the right to convert, at a rate of exchange equal to the Spot Rate as of such conversion date and at the Borrowers' expense, any of such payments or proceeds of Collateral into the currency in which such Obligations are denominated): (A) first, to pay interest on and the principal of and interest on any portion of the Revolving Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified a Borrower; (B) second, to pay Obligations in respect interest on and then principal of first any fees, expense reimbursements or indemnities outstanding Protective Advance and then due to the Administrative Agentany Swing Loan; (C) third, to pay principal of and interest on Letter of Credit Obligations (or, to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral in respect of such Obligations)any expense reimbursements or indemnities then due to the Agent, including, without limitation, fees and expenses in respect of cash management services, foreign exchange services (including Currency Agreements) provided to the Company and its Subsidiaries by the Agent; (D) fourth, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders and the Co-AgentsIssuing Banks; (E) fifth, to pay interest due Obligations in respect of Loansany fees then due to the Agent, the Lenders and the Issuing Banks; (F) sixth, to pay interest due in respect of the ratable payment or prepayment of principal outstanding on Loans; andLoans and Reimbursement Obligations; (G) seventh, to pay or prepay (or, to the extent such Obligations are contingent, provide Cash Collateral pursuant to Section 11.02(b) in respect of) principal outstanding on Loans and all outstanding Letter of Credit Obligations; (H) eighth, to the ratable payment of Interest Rate Contracts to which the Agent or any Affiliate of the Agent is a party; (I) ninth, to the ratable payment of all other Obligations; provided, however, if sufficient funds are not available to fund all payments to be made in respect of any of the Obligations described in any of the foregoing clauses (A) through (I), the available funds being applied with respect to any such Obligations referred to in any one of such clauses (unless otherwise specified in such clause) shall be allocated to the payment of such Obligations ratably, based on the proportion of the Agent's and each Lender's or Issuing Bank's interest in the aggregate outstanding Obligations described in such clauses; provided, further, however, all amounts applied in respect of outstanding Swing Loans or Revolving Loans of any Borrower shall be deemed to repay, first Acquisition Loans made to such Borrower, and second all other Loans made to such Borrower. Notwithstanding the foregoing, (x) the Agent, the Canadian Agent, the Lenders and the Issuing Banks further agree and acknowledge that in no event shall proceeds of the Collateral of the Canadian Borrower, more than sixty-five percent (65%) of the Capital Stock of the Canadian Borrower or Pegasus Asia or amounts received from the Canadian Borrower as described herein be applied on any of the Obligations (the "Non-Canadian Obligations") other than the Obligations of the Canadian Borrower, (y) the Agent and the Canadian Agent shall attempt to liquidate all Collateral which does not secure the Non-Canadian Obligations (the "Canadian Collateral") and apply the same to the Obligations of the Canadian Borrower prior to the application thereto of any proceeds of other Collateral until such time as the Agent and the Canadian Agent, in their reasonable judgment, determine that further liquidation of the Canadian Collateral is improbable, economically undesirable or will subject the Agent, the Canadian Agent, any Lender, any Issuing Bank or any other Holder to liability and (z) no application of Collateral (other than Canadian Collateral) may be made to the Obligations of the Canadian Borrower until such time as the aggregate outstanding Obligations owing to each Lender (and its Affiliates) are in proportion to (or as near thereto as is reasonably practicable) the outstanding Obligations owing to each other Lender (and its Affiliates), in accordance with their respective Pro Rata Shares of all Credit Facilities. The order of priority set forth in this Section 4.2(b)(ii3.02(b)(ii) and the related provisions of this Agreement hereof are set forth solely to determine the rights and priorities of the Administrative Agent, the ArrangersLenders, the other Lenders Issuing Banks and other Holders as among themselves. The order of priority set forth in clauses (CA) through (GI) of this Section 4.2(b)(ii3.02(b)(ii) may at any time and from time to time be changed by the Requisite agreement of all Lenders without necessity of notice to or consent of or approval by the any Borrower, any Holder which is not a LenderLender or Issuing Bank, or any other Person. The ; provided, however, the order of priority set forth in clauses (A) and through (BE) of this Section 4.2(b)(ii3.02(b)(ii) may not be changed only with without the prior written consent of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii3.02(b)(iii), may pay from the proceeds of Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.1. (iv) Subject to Section 4.2(b)(v), the Administrative Agent shall promptly distribute to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender, or at such other address as a Lender or other Holder may request in writing, such funds as such Person may be entitled to receive, subject to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. (v) In the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.2, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loans.the

Apportionment of Payments. (i) Subject to the provisions of Section 4.2(b)(v)Except as otherwise provided in this subsection, all payments of aggregate principal and interest in respect of payments shall be apportioned among all outstanding Loans, all Loans to which such payments in respect of Reimbursement Obligations, all relate and payments of fees the Unused Line Fee and all other the Letter of Credit Fee required to be paid by the Borrowers to the Lenders under subsections 2.08(e) and (f) shall, as applicable, be apportioned ratably among the Lenders, in each case according to their Pro Rata Shares. All payments in respect of any other Obligations, shall be allocated among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein. Subject remitted to the provisions of Section 4.2(b)(ii), Agent and all such payments and any other amounts amounts, including, without limitation, proceeds of Collateral received by the Administrative Agent from or for the benefit on behalf of the Borrower or any Qualified Borrower Borrowers shall be applied in subject to the following order: (A) to pay principal provisions of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or such Qualified Borrower, (B) to pay all other Obligations then due and payable and (C) as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of Committed Loans shall be applied first, to repay outstanding Base Rate Loans, and then to repay outstanding Eurodollar Rate Loans, with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. (ii) After the occurrence of an Event of Default and while the same is continuing, the Administrative Agent shall apply all payments in respect of any Obligations and any amounts received as a result of the exercise of remedies pursuant to Sections 11.12 and 14.5, in the following order: (A) this Agreement first, to pay principal of and interest on any portion of Obligations funded by the Loans which the Administrative Agent may have advanced on behalf of the Lenders and any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified Borrower; (B) second, to pay Obligations in respect of any reasonable fees, expense reimbursements or indemnities then due to the Administrative Agent; (C) thirdAgent from the Borrower; second, to pay principal of and interest on Letter of Credit Obligations (or, to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral in respect of such Obligations); (D) fourth, to pay Obligations in respect of any reasonable fees, expense reimbursements or indemnities then due to the Lenders and or the Co-Agents; (E) fifthLetter of Credit Issuer hereunder; third, to pay interest due in respect of Loans; (F) sixthLoans and Unreimbursed Draws under Letters of Credit; and fourth, to the ratable payment pay, prepay or prepayment provide cash collateral in respect of principal outstanding on Loans; and (G) seventh, to the ratable payment of all other ObligationsLoans and Letter of Credit Exposure. The order of priority set forth in this Section 4.2(b)(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Arrangers, the other Lenders and other Holders as among themselves. The order of priority set forth in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay from the proceeds of Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.1. (iv) Subject to Section 4.2(b)(v), the Administrative Agent shall promptly distribute to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lenderhereof, or at such other address as a such Lender or other Holder may request designate in writing, such funds as such Person it may be entitled to receive. The foregoing apportionment of payments is solely for the purpose of determining the obligations of the Borrowers hereunder and, subject to the provisions of Article XII; provided notwithstanding such apportionment, any Lender may on its books and records allocate payments received by it in a manner different from that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. (v) In . No such different allocation shall alter the event that any Lender fails to fund its Pro Rata Share rights and obligations of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund Borrowers under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, determined in accordance with the other terms of apportionments contemplated by this Section 4.2, would be applied 2.08(c). To the extent that the Borrowers make a payment or payments to the outstanding Base Rate Loans Agent or the Agent receives any payment or other amount, which payment(s) or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause then, to the extent of such payment or proceeds received, the Obligations or part thereof intended to be satisfied shall be applied firstrevived and continue in full force and effect, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans as if such payment or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loansproceeds had not been received by the Agent.

Apportionment of Payments. (i) Subject to the provisions of Section 4.2(b)(v)Except as otherwise provided in this subsection, all payments of aggregate principal and interest in respect of payments shall be apportioned among all outstanding Loans, all Loans to which such payments in respect of Reimbursement Obligations, all relate and payments of the fees required to be jointly and all other severally paid by the Borrowers to the Lenders under subsections 2.04(e), 2.08(e) and 2.08(f) shall, as applicable, be apportioned ratably among the Lenders, in each case according to their Pro Rata Shares. All payments in respect of any other Obligations, shall be allocated among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein. Subject remitted to the provisions of Section 4.2(b)(ii), Agent and all such payments and any other amounts amounts, including, without limitation, proceeds of Collateral received by the Administrative Agent from or for as to the benefit of the Borrower or any Qualified Borrower Borrowers shall be applied in subject to the following order: (A) to pay principal provisions of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or such Qualified Borrower, (B) to pay all other Obligations then due and payable and (C) as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of Committed Loans shall be applied first, to repay outstanding Base Rate Loans, and then to repay outstanding Eurodollar Rate Loans, with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. (ii) After the occurrence of an Event of Default and while the same is continuing, the Administrative Agent shall apply all payments in respect of any Obligations and any amounts received as a result of the exercise of remedies pursuant to Sections 11.12 and 14.5, in the following order: (A) this Agreement first, to pay principal of and interest on any portion of Loans funded by the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified Borrower; (B) second, to pay Obligations in respect of Lenders and any fees, expense reimbursements or indemnities then due to the Administrative Agent; (C) thirdAgent from the Borrowers; second, to pay principal of and interest on Letter of Credit Obligations (or, to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral in respect of such Obligations); (D) fourth, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders and or the Co-Agents; (E) fifthLetter of Credit Issuer hereunder; third, to pay interest due in respect of Loans; (F) sixthLoans and Unreimbursed Draws under Letters of Credit; and fourth, to the ratable payment pay, prepay or prepayment provide cash collateral, if then required, in respect of principal outstanding on Loans; and (G) seventh, to the ratable payment of all other ObligationsLoans and Letter of Credit Exposure. The order of priority set forth in this Section 4.2(b)(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Arrangers, the other Lenders and other Holders as among themselves. The order of priority set forth in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay from the proceeds of Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.1. (iv) Subject to Section 4.2(b)(v), the Administrative Agent shall promptly distribute to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lenderhereof, or at such other address as a such Lender or other Holder may request designate in writing, such funds as such Person it may be entitled to receive. The foregoing apportionment of payments is solely for the purpose of determining the obligations of the Borrowers hereunder and, subject to the provisions of Article XII; provided notwithstanding such apportionment, any Lender may on its books and records allocate payments received by it in a manner different from that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. (v) In . No such different allocation shall alter the event that any Lender fails to fund its Pro Rata Share rights and obligations of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund Borrowers under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, determined in accordance with the other terms of apportionments contemplated by this Section 4.2, would be applied 2.08(c). To the extent that the Borrowers make a payment or payments to the outstanding Base Rate Loans Agent or the Agent receives any payment or other amount, which payment(s) or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause then, to the extent of such payment or proceeds received, the Obligations or part thereof intended to be satisfied shall be applied firstrevived and continue in full force and effect, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans as if such payment or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loansproceeds had not been received by the Agent.

Apportionment of Payments. (i) Subject to the provisions of Section 4.2(b)(v3.02(c)(ii) and (iv), all payments of principal and interest in respect of outstanding Loans, all payments in respect of Reimbursement Obligations, Obligations and all payments of fees (other than as set forth in Section 4.01) and all other payments in respect of any other Obligations, Obligation shall be allocated among such of the Lenders as are entitled theretoLenders, in proportion to their respective Pro Rata Shares or otherwise as provided hereinherein or, in respect of payments not made on account of Loans or Letter of Credit Obligations, as designated by the Person making payment at the time when such payment is made. Subject to the provisions of Section 4.2(b)(ii), all All such payments and any other proceeds of Collateral or other amounts received by the Administrative Agent from or for the benefit of on behalf the Borrower or any Qualified Borrower of its Subsidiaries shall be promptly applied first, to pay principal of and interest on any portion of the Loans made to the Borrower which the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; second, to pay the outstanding Reimbursement Obligations owing to any Issuer for which such Issuer has not then been paid by the Borrower or reimbursed by the Lenders; and third, to pay all other Obligations of the Borrower then due and payable. (ii) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and shall upon the acceleration of the Obligations pursuant to Section 11.01, apply all payments in respect of any Obligations and all proceeds of Collateral to the Obligations in the following order: (A) first, to pay interest on and the principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or such Qualified Borrower, (B) to pay all other Obligations then due and payable and (C) as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of Committed Loans shall be applied first, to repay outstanding Base Rate Loans, and then to repay outstanding Eurodollar Rate Loans, with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. (ii) After the occurrence of an Event of Default and while the same is continuing, the Administrative Agent shall apply all payments in respect of any Obligations and any amounts received as a result of the exercise of remedies pursuant to Sections 11.12 and 14.5, in the following order: (A) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified Borrower; (B) second, to pay Obligations in respect of any feesexpense reimbursements, expense reimbursements indemnities or indemnities other liabilities then due to the Administrative Agent or the Collateral Agent; (C) third, to pay principal of and interest on Letter of Credit Obligations (or, to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral in respect of such Obligations)any fees then due to the Agents, the Lenders and the Issuers; (D) fourth, to pay Obligations interest due in respect of any fees, expense reimbursements or indemnities then due to the Lenders Loans and the Co-AgentsReimbursement Obligations; (E) fifth, to pay interest due in respect of the principal outstanding on the Loans; (F) sixth, to the ratable payment or prepayment extent the Obligations are contingent, provide cash collateral pursuant to Section 11.01 in respect of principal outstanding on Loans; andLetter ----- of Credit Obligations; (G) seventh, to the ratable payment of all other Obligations. The order ; and (H) eighth, to the Borrower; provided, however, if sufficient funds are not available to fund all payments to be made in respect of priority set forth in this Section 4.2(b)(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities any of the Administrative Agent, Obligations described in any of the Arrangers, the other Lenders and other Holders as among themselves. The order of priority set forth in foregoing clauses (CA) through (G) ), the available funds being applied with respect to any such Obligations referred to in any one of this Section 4.2(b)(ii) may at any time and from time such clauses shall be allocated to time be changed by the Requisite Lenders without necessity payment of notice to or consent of or approval by such Obligations ratably, based on the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent proportion of the Administrative Collateral Agent's and each Lender's or Issuer's interest in the aggregate outstanding Obligations described in such clauses. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii3.02(c)(iii), may pay from the proceeds of the Loans (which Loans may not have been requested by the Borrower pursuant to a Notice of Borrowing) made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii)2.01, all amounts then due and payable by the Borrower hereunder, including, without limitation, including amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2expenses. The Borrower hereby irrevocably authorizes the Lenders each Lender to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees and expenses due from the Borrower, reimbursing expenses pursuant to Section 14.2 Borrower and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 2.01 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission telecopy or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing borrowing and that such Borrowing borrowing is being requested on the Borrower’s 's behalf pursuant to this Section 4.2(b)(iii3.02(c)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.1. 2.01 (iv) Subject irrespective of whether or not any Default or Event of Default shall be continuing or the satisfaction of the conditions described in Section 5.02 or the requirement to deliver a Notice of Borrowing in Section 4.2(b)(v2.01(b), which conditions and requirements, the Lenders irrevocably waive). The Lenders and the Borrower confirm that any charges which the Administrative Agent shall promptly distribute to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page may so make to the Assignment and Acceptance by which it became a Lender, or at such other address Loan Account of the Borrower as a Lender or other Holder may request in writing, such funds herein provided will be made as such Person may be entitled to receive, subject an accommodation to the provisions of Article XII; Borrower and solely at the Administrative Agent's discretion, provided that the Administrative Agent shall from time to time upon the request of the Collateral Agent, charge the Loan Account of the Borrower with any amount due and payable under no circumstances any Loan Document. Whenever any payment to be bound made under any such Loan Document shall be stated to inquire into or determine be due on a day other than a Business Day, such payment shall be made on the validity, scope or priority next succeeding Business Day and such extension of any time shall in such case be included in the computation of interest or entitlement fees, as the case may be. Each determination by the Administrative Agent of any Holder an interest rate or fees hereunder shall be conclusive and may suspend binding for all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action purposes in the nature absence of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated herebymanifest error. (viv) In the event that If any Lender fails to fund its Pro Rata Share of any Loan borrowing requested by the Borrower or any Qualified Borrower under which such Lender is obligated to fund under the terms of this Agreement hereof (the funded portion of such Loan borrowing being hereinafter referred to as a “"Non Pro Rata Loan”"), excluding any such Lender who has delivered to the Administrative Agent written notice that one or more of the conditions precedent contained in Section 5.02 shall not on the date of such request be satisfied and until such conditions are satisfied, then until the earlier of such Defaulting Lender’s 's cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s 's share of all other Obligations pursuant to the terms of this Agreement hereof shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement contained herein to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v3.02(b)(iv) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c)Obligations; (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s 's original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v3.02(c)(iv), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s 's failure to fund its Pro Rata Share of any Loan borrowing (“"Cure Loans”") shall bear interest from and after the date made available to the Borrower at the Base Rate in effect from time rate applicable to time, the other Loans comprising such borrowing and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; andLoans comprising such borrowing for all purposes herein; (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.23.02, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, ; second, ratably to Base Rate the Loans other than those constituting Non Pro Rata Loans or Cure Loans Loans; and, third, ratably to Base Rate the Loans constituting Cure Loans; and (E) no Lender shall be relieved of any obligation such Lender may have to the Borrower under the terms of this Agreement as a result of the provisions of this Section 3.02(c)(iv).

Apportionment of Payments. (i) Subject to the provisions of Section 4.2(b)(v3.03(b)(ii), all payments of principal and interest in respect of outstanding Loans, all payments in respect of Reimbursement Obligations, all payments of fees and all other payments in respect of any other Obligations, Revolving Loans shall be allocated among such applied by the Administrative Agent to the ratable payment of the Revolving Loans owing to the Lenders as are entitled thereto, in proportion to accordance with their respective Pro Rata Shares or otherwise as provided herein. Subject to the provisions of Section 4.2(b)(ii), all such payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower or any Qualified Borrower shall be applied in the following order: (A) to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or such Qualified Borrower, (B) to pay all other Obligations then due and payable and (C) as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of Committed Loans shall be applied first, to repay outstanding Base Rate Loans, and then to repay outstanding Eurodollar Rate Loans, with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periodsthereof. (ii) After the occurrence of an Event of Default and while the same is continuing, the Administrative Agent shall apply all payments in respect and prepayments of any Obligations and any amounts received as a result of the exercise of remedies pursuant to Sections 11.12 and 14.5, in the following order:order (without duplication): (A) first, to pay all principal of and interest on any portion of the Revolving Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself pursuant to Section 2.01(c)(ii) for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified Borrower; (B) second, to pay all Obligations in respect of any fees, expense reimbursements or indemnities then due to the Administrative AgentAgents (solely in their capacity as Agents); (C) third, to pay principal of and interest on Letter of Credit all Obligations (or, to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral in respect of such Obligations)any expense reimbursements or indemnities then due to any Lender; (D) fourth, to pay all Obligations in respect consisting of any fees, expense reimbursements or indemnities accrued fees and interest then due to the Lenders and the Co-Agents;due; and (E) fifth, to pay interest all other Obligations then outstanding and due in respect of Loans; (F) sixthincluding, without limitation, all outstanding principal thereof and all outstanding Reimbursement Obligations), and thereafter, solely to the extent then required by the Agent and the Requisite Lenders, to the ratable payment or prepayment cash collateralization of principal any remaining outstanding on Loans; and (G) seventh, to the ratable payment Letter of all other Credit Obligations. The order of priority set forth in this Section 4.2(b)(ii3.03(b)(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, Agent and the Arrangers, the other Lenders and other Holders as among themselves. The order In carrying out the foregoing, each of priority set forth in the Lenders (including the Issuing Bank, for this purpose) shall receive an amount equal to its pro rata share (based on the proportion that the amount of the relevant Obligations held by such Lender bears to the aggregate amount of the relevant Obligations held by all Lenders) of amounts available to be applied pursuant to clauses (C) through (GE) above. If sufficient funds are not available to fund all Obligations described in any of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in foregoing clauses (A) and through (BE), the available funds shall be allocated to the Obligations described in such clause ratably as provided herein.” (c) of this Section 4.2(b)(ii) may be changed only with the prior written consent 9.06 of the Administrative AgentCredit Agreement is amended by deleting the number “$125,000,000” in subsection (a) thereof and inserting “$300,000,000” in substitution therefor. (iiid) The Administrative Agent, in its sole discretion subject only Section 6.01(J) of the Disclosure Letter is amended by inserting the following at the end of the sentence immediately before the period: “and to the terms of this Section 4.2(b)(iii), may pay from the proceeds of Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations matters described and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or set forth under the Notes, captions “Securities Litigation” and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as “Department of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described Health and Human Services Subpoena” in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On Report on Form 10-K for the proposed Funding Datefiscal year ended December 31, 2003 and under the Lenders shall make the requested Loans in accordance with the procedures captions “Securities Litigation” and subject to the conditions specified in Section 2.1. (iv) Subject to Section 4.2(b)(v), the Administrative Agent shall promptly distribute to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender, or at such other address as a Lender or other Holder may request in writing, such funds as such Person may be entitled to receive, subject to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action “Hormone Replacement Therapy Litigation” in the nature of interpleader) in Borrower’s Reports on Form 10-Q for the event of any doubt or dispute quarterly periods ended June 30, 2004 and September 30, 2004, as to any apportionment or distribution contemplated herebyapplicable. (v) In the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.2, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loans.

Apportionment of Payments. (ia) Subject to subsection 2.2 hereof and to any written agreement among the provisions of Section 4.2(b)(v)Funding Agent and the Lenders, 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 subsection 2.6 hereof to the extent set forth in a written agreement among the Agents and the Lenders, fees with respect to Letters of Credit provided for in subsection 3.3(b)(ii) and the audit and collateral monitoring fee provided for in subsection 4.1) and all other payments in respect of any other Obligations, shall be allocated by the Funding Agent among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein. Subject to the provisions herein or, in respect of Section 4.2(b)(ii)payments not made on account of Loans or Letter of Credit Obligations, all such payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower or any Qualified Borrower shall be applied in the following order: (A) to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or such Qualified Borrower, (B) to pay all other Obligations then due and payable and (C) as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of Committed Loans shall be applied first, to repay outstanding Base Rate Loans, and then to repay outstanding Eurodollar Rate Loans, with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest PeriodsPerson making payment when the payment is made. (iib) After the occurrence and during the continuance of an Event of Default and while the same is continuingDefault, the Administrative Agent shall apply all payments in respect of any Obligations and any amounts received as a result all proceeds of the exercise Collateral, shall, unless the Funding Agent shall otherwise agree, be applied, subject to the provisions of remedies pursuant to Sections 11.12 and 14.5this Agreement, in the following order: (Ai) firstFIRST, ratably to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified Borrower; (B) second, to pay Obligations in respect of any fees, expense reimbursements reimbursements, indemnities and other amounts then due to the Agents or the Issuing Lender until paid in full; (ii) SECOND, ratably to pay the Obligations with respect to the Revolving Credit Loans in respect of any fees and indemnities then due to the Administrative Agent; Lenders until paid in full; (Ciii) thirdTHIRD, ratably to pay interest due in respect of the Revolving Credit Loans, Agent Advances and Reimbursement Obligations until paid in full; (iv) FOURTH, ratably to pay principal of the Revolving Credit Loans, Agent Advances and interest on Letter of Credit Obligations (or, to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral in respect of such Obligations); ) until paid in full; (Dv) fourthFIFTH, ratably to pay the Obligations with respect to the Term Loans in respect of any fees, expense reimbursements or fees and indemnities then due to the Lenders and the Co-Agents; until paid in full; (Evi) fifthSIXTH, ratably to pay interest due in respect of Loans; the Term Loans until paid in full; (Fvii) sixth, to the ratable payment or prepayment of principal outstanding on Loans; and (G) seventh, to the ratable payment of all other Obligations. The order of priority set forth in this Section 4.2(b)(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Arrangers, the other Lenders and other Holders as among themselves. The order of priority set forth in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay from the proceeds of Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.1. (iv) Subject to Section 4.2(b)(v), the Administrative Agent shall promptly distribute to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender, or at such other address as a Lender or other Holder may request in writing, such funds as such Person may be entitled to receive, subject to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. (v) In the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.2, would be applied to the outstanding Base Rate Loans shall be applied firstSEVENTH, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loans.pay principal of the Term

Apportionment of Payments. (i) Subject to the provisions So long as there does not exist an --------------------------- Event of Section 4.2(b)(v)Default, all payments of principal and interest in respect of outstanding Loans, all payments in respect of Reimbursement fees constituting Obligations, all payments of fees and all other payments in respect of any other Obligations, Obligations shall be allocated among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein. Subject After the occurrence and during the continuance of an Event of Default, and after notice by the Administrative Agent to the provisions of Section 4.2(b)(ii)Borrower that payments and proceeds shall be so applied, all such payments remitted to the Administrative Agent and any other all amounts and proceeds of Collateral received by the Administrative Agent from or for the benefit of the Borrower or any Qualified Borrower shall be applied in applied, subject to the following order: provisions of this Agreement, (A) to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or such Qualified Borrower, (B) to pay all other Obligations then due and payable and (C) as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of Committed Loans shall be applied first, to repay outstanding Base Rate Loans, and then to repay outstanding Eurodollar Rate Loans, with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. (ii) After the occurrence of an Event of Default and while the same is continuing, the Administrative Agent shall apply all payments in respect of any Obligations and any amounts received as a result of the exercise of remedies pursuant to Sections 11.12 and 14.5, in the following order: (Ai) first, to pay principal Obligations in respect of and interest on any portion of the Loans which fees or indemnities then due to the Administrative Agent may have advanced on behalf of any Lender other than itself for which Agent, the Administrative Agent has not then been reimbursed by such Lender or Issuing Banks and the Borrower or any Qualified Borrower; Lenders; (Bii) second, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Administrative Agent; under Section ------- 12.03; (Ciii) third, to pay or prepay principal of and interest on Letter of Credit any ----- outstanding Reimbursement Obligations and Loans, and to pay (or, or to the extent such Obligations are contingent, deposited with the Administrative Agent to prepay or provide cash collateral in respect of) Letter of Credit Obligations; provided that if sufficient funds are not available to fund all payments to be made to the holders of the Obligations described in this clause (iii), the available funds shall be allocated to the payment of such ObligationsObligations ratably, based on the proportion of each such holder's interest in the aggregate outstanding Loans, Reimbursement Obligations and other Letter of Credit Obligations (in each instance whether or not due); (D) fourth; and provided, to pay Obligations in respect of any feesfurther, expense reimbursements or indemnities then due to the Lenders and the Co-Agents; (E) fifth, to pay interest due in respect of Loans; (F) sixththat matured and, to the ratable payment extent permitted by law, unmatured interest-bearing Obligations shall, in any event, be paid prior to prepayment or prepayment provision of principal outstanding on Loanscash collateral for contingent Letter of Credit Obligations; and (Giv) seventhfourth, to the ratable payment of all other Obligations then due and payable for expense reimbursements; (v) fifth, to pay Obligations then due and payable in respect of the Interest Rate Contracts, if any; and (vi) sixth, to the ratable payment of all other Obligations due to any and all holders of Obligations. The order of priority set forth in this Section 4.2(b)(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Arrangers, the other Lenders and other Holders as among themselves. The order of priority set forth in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay from the proceeds of Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.1. (iv) Subject to Section 4.2(b)(v), the Administrative Agent shall promptly distribute to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lenderin Schedule 1.01(a), or at such other address ----------------- as a Lender or other Holder may request in writing, such funds as such Person it may be entitled to receivereceive or as may be shown due to it in the Administrative Agent's Loan Account, subject to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances in any event not be bound to inquire into or determine the validity, scope or priority of any 37 ================================================================================ interest or entitlement of any Holder Lender or any other holder of Obligations and may suspend all payments or seek appropriate relief (including, without limitation, including instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. . The order of priority herein is set forth solely to determine the rights and priorities of the holders of Obligations as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writing in accordance with Section 12.08 (vexcept that ------------- no amendment shall require prepayment or provision of cash collateral for contingent Letter of Credit Obligations unless (as provided in clause (iii) In the event that any Lender fails of Section 2.05(b)) matured and certain interest-bearing unmatured ----------------- Obligations shall have been paid), without necessity of notice to fund its Pro Rata Share or consent of any Loan requested or approval by the Borrower or any Qualified Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.2, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure LoansPerson.

Apportionment of Payments. (i) Subject to the provisions of Section 4.2(b)(v), all payments of Aggregate principal and interest in respect of outstanding Loans, all payments in respect of Reimbursement ObligationsRevolving Loans and, all to the extent payments are made by Company after payments have been made by Lenders pursuant to subsection 2.8E, payments in respect of Letters of Credit, shall be apportioned among the Revolving Loans and Letters of Credit to which such payments relate, and payments of the aggregate facility fees and all other Letter of Credit commissions shall be apportioned ratably among Lenders, in each case proportionally to their respective Pro Rata Shares. All principal and interest payments in respect of the Overdraft Account shall be transferred to and retained by Administrative Agent; provided that Administrative Agent shall distribute to each Lender that has purchased a participation in amounts due with respect to the Overdraft Account pursuant to subsection 2.1B such Lender's Pro Rata Share of any payments subsequently received by Administrative Agent in respect of such amounts due with respect to the Overdraft Account. All principal and interest payments in respect of any other Obligations, Bid Rate Loans shall be allocated apportioned ratably among Lenders making such Bid Rate Loans in accordance with the respective outstanding amounts of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided hereinsuch Bid Rate Loans. Subject to the provisions last sentence of Section 4.2(b)(ii)subsection 2.8E, Administrative Agent (or, in the case of payments received by any Issuing Lender from Company or Acquisition Newcos after payments have been made to such Issuing Lender by Lenders pursuant to subsection 2.8E, such Issuing Lender) shall promptly distribute to each Lender, at its primary address set forth below its name on the appropriate signature page hereof or at such other address as any Lender may request, its share of all such payments and any other amounts received by the Administrative Agent from (or for such Issuing Lender) and the benefit facility fees of the Borrower or any Qualified Borrower shall be applied in the following order: (A) to pay principal of and interest on any portion of the Loans which the such Lender when received by Administrative Agent may have advanced on behalf pursuant to subsection 2.3A. Notwithstanding the foregoing provisions of this subsection 2.4C, (i) if, pursuant to the provisions of subsection 2.6D, any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Notice of Borrowing or Notice of Conversion/Continuation is withdrawn as to any Affected Lender or the Borrower or such Qualified Borrower, (B) to pay all other Obligations then due and payable and (C) as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of Committed Loans shall be applied first, to repay outstanding if any Affected Lender makes Base Rate Loans, and then to repay outstanding Loans in lieu of its Pro Rata Share of Eurodollar Rate Loans, with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. Administrative Agent shall give effect thereto in apportioning payments received thereafter and (ii) After after the occurrence of an Event of Default and while acceleration of the same is continuingmaturity of the Loans and amounts available for drawing under Letters of Credit as provided in Section 7, the Administrative Agent shall apply apportion all payments in respect of any Obligations and any amounts received as a result of the exercise of remedies pursuant to Sections 11.12 and 14.5, by it in the following order: (A) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified Borrower; (B) second, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Administrative Agent; (C) third, to pay principal of and interest on Letter of Credit Obligations (or, to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral in respect of such Obligations); (D) fourth, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders and the Co-Agents; (E) fifth, to pay interest due in respect of Loans; (F) sixth, to the ratable payment or prepayment of principal outstanding on Loans; and (G) seventh, to the ratable payment of all other Obligations. The order of priority set forth in this Section 4.2(b)(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Arrangers, the other Lenders and other Holders as among themselves. The order of priority set forth in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay from the proceeds of Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions manner specified in Section 2.17. (iv) Subject to Section 4.2(b)(v), the Administrative Agent shall promptly distribute to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender, or at such other address as a Lender or other Holder may request in writing, such funds as such Person may be entitled to receive, subject to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. (v) In the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.2, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loans.

Apportionment of Payments. (i) Subject to the provisions of Section 4.2(b)(v4.2(b)(iv), all payments of principal and interest in respect of outstanding Loans, all payments in respect of Reimbursement Obligations, all payments of fees and all other payments in respect of any other Obligations, shall be allocated among such of the Lenders as are entitled thereto, in proportion to their respective applicable Pro Rata Shares or otherwise as provided herein. Subject to the provisions of Section 4.2(b)(ii), all such payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower or any Qualified Borrower Borrowers shall be applied in the following order: (A) to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or such Qualified BorrowerBorrowers, (B) to pay all other Obligations then due and payable and (C) as the Borrower Borrowers so designatesdesignate. Unless otherwise designated by the BorrowerBorrowers, all principal payments in respect of Committed Loans shall be applied first, to repay outstanding Base Rate Loans, and then to repay outstanding Eurodollar Rate Loans, with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. (ii) After the occurrence of an Event of Default and while the same is continuing, the Administrative Agent shall apply all payments in respect of any Obligations and any amounts received as a result of the exercise of remedies pursuant to Sections 11.12 11.2 and 14.5, in the following order: (A) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified BorrowerBorrowers; (B) second, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Administrative Agent; (C) third, to pay principal of and interest on Letter of Credit Obligations (or, to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral in respect of such Obligations); (D) fourth, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders and the Co-AgentsLenders; (ED) fifthfourth, to pay interest due in respect of Loans; (FE) sixthfifth, to the ratable payment or prepayment of principal outstanding on Loans; and (GF) seventhsixth, to the ratable payment of all other Obligations. The order of priority set forth in this Section 4.2(b)(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the ArrangersArranger, the other Lenders and other Holders as among themselves. The order of priority set forth in clauses (C) through (GF) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the BorrowerBorrowers, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay from the proceeds of Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.1. (iv) Subject to Section 4.2(b)(v4.2(b)(iv), the Administrative Agent shall promptly distribute to each the Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender, or at such other address as a Lender or other Holder may request in writing, such funds as such Person may be entitled to receive, subject to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. (viv) In the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower Borrowers which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Term Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower Borrowers and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower Borrowers by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v4.2(b)(iv) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the BorrowerBorrowers, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v4.2(b)(iv), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower Borrowers to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower Borrowers as to its their desired application, all repayments of principal which, in accordance with the other terms of this Section 4.2, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loans.

Apportionment of Payments. (ia) Subject to the provisions of Section 4.2(b)(v2.03, Section 5.03(b) and Section 5.07(b), all payments of principal and interest in respect of outstanding Loans, all payments in respect of Reimbursement Obligationsunpaid reimbursement obligations under Section 4.04(a), all payments of fees and all other payments in respect of any other ObligationsObligations hereunder, shall be allocated among such of the Lenders and the Issuing Banks as are entitled thereto, in proportion to their respective Pro Rata Shares ratably or otherwise as expressly provided herein. Subject Except as provided in Section 5.07(b) with respect to payments and proceeds of Collateral received after the provisions occurrence of Section 4.2(b)(ii)an Event of Default, all such payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower or any Qualified Borrower shall be applied in the following orderapplied: (A) to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or such Qualified Borrower, (B) to pay all other Obligations then due and payable and (C) as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of Committed Loans shall be applied first, to repay outstanding Base Rate Loans, and then to repay outstanding Eurodollar Rate Loans, with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. (ii) After the occurrence of an Event of Default and while the same is continuing, the Administrative Agent shall apply all payments in respect of any Obligations and any amounts received as a result of the exercise of remedies pursuant to Sections 11.12 and 14.5, in the following order: (Ai) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself Citibank for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified Borrower; (Bii) second, to pay interest on and then the principal of the Loans then due and payable (in the order described hereinbelow); (iii) third to pay principal of and interest on all unpaid reimbursement obligations under Section 4.04(a); (iv) fourth, to the Cash Collateral Account, to secure outstanding Letters of Credit to the extent required pursuant to this Agreement; (v) fifth, to pay all other Obligations under any Loan Document then due and payable, ratably; and (vi) sixth, as the Borrower so designates. All such principal and interest payments in respect of the Loans shall be applied first to repay outstanding ABR Loans and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. (b) During the continuance of an Event of Default and after declaration thereof by written notice from the Administrative Agent to the Borrower, the Administrative Agent shall apply all payments in respect of Loans, unpaid reimbursement obligations under Section 4.04(a) or any other Obligations, and the Collateral Agent shall deliver all proceeds of Collateral to the Administrative Agent for application, in the following order: (i) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than Citibank for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) second, to pay any fees, expense reimbursements or indemnities then due to the Administrative AgentAgents under any of the Loan Documents; (Ciii) third, to pay principal of and interest on Letter of Credit Obligations (or, to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral in respect of such Obligations); (D) fourth, to pay Obligations in respect ratable payment of any fees, expense reimbursements or indemnities then due to the Lenders and the Co-AgentsIssuing Banks under any of the Loan Documents; (Eiv) fifthfourth, to pay the ratable payment of interest due in respect of the Loans, in accordance with the Lenders’ respective Percentages; (Fv) sixthfifth, to the ratable payment or prepayment of principal outstanding on all Loans, in accordance with the Lenders’ respective Percentages; (vi) sixth, to pay principal of and interest on all unpaid reimbursement obligations under Section 4.04(a); (vii) seventh, to the Cash Collateral Account to secure LC Obligations in respect of outstanding Letters of Credit, in an amount equal to the Cash Collateral Required Amount; and (Gviii) seventheighth, to the ratable payment of all other ObligationsObligations then outstanding under the Loan Documents. The order of priority set forth in this Section 4.2(b)(ii5.07(b) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, Agents and the Arrangers, the other Lenders and other Holders as among themselves. The order of priority set forth in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay from the proceeds of Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.1. (iv) Subject to Section 4.2(b)(v), the Administrative Agent shall promptly distribute to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender, or at such other address as a Lender or other Holder may request in writing, such funds as such Person may be entitled to receive, subject to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. (v) In the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.2, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loans.

Apportionment of Payments. (i) Subject to the provisions of -------------------------- Section 4.2(b)(v), all payments of principal and interest in respect of ----------------- outstanding Loans, all payments in respect of Reimbursement Obligations, all payments of fees and all other payments in respect of any other Obligations, shall be allocated among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein. Subject to the provisions of Section 4.2(b)(ii), all ------------------ such payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower or any Qualified Borrower shall be applied in the following order: (A) to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself Chase for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or such Qualified Borrower, (B) to pay all other Obligations then due and payable payable, and (C) as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of Committed Loans shall be applied first, to repay outstanding Base Rate ----- Loans, and then to repay outstanding Eurodollar Rate Loans, Loans with those ---- Eurodollar Rate Loans which have earlier expiring Eurodollar Interest Periods being repaid prior to those which have later expiring Eurodollar Interest Periods. (ii) After the occurrence of an Event of Default and while the same is continuingcontinuing which results in an acceleration of the Obligations in accordance with Section 11.2, the Administrative Agent shall apply all ------------ payments in respect of any Obligations and any amounts received as a result of the exercise of remedies pursuant to Sections 11.12 and 14.5, in the following order: (A) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself Chase for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified Borrower; (B) second, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Administrative Agent; (C) third, to pay principal of and interest on Letter of Credit Obligations (or, to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral in respect of such Obligations); (D) fourth, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders and the Co-AgentsLenders; (E) fifth, to pay interest due in respect of Loans; (F) sixth, to the ratable payment or prepayment of principal outstanding on Loans; and (G) seventh, to the ratable payment of all other Obligations. The order of priority set forth in this Section 4.2(b)(ii) and the related ------------------ provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Arrangers, Agent and the other Lenders and other Holders as among themselves. The order of priority set forth in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent ------------------ of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay from the proceeds ------------------- of Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections Section 2.1 or 2.2 or a deemed request as provided in ----------- this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, ------------------- including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2fees. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the ----------- aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s 's behalf pursuant to this Section 4.2(b)(iii). On the proposed ------------------- Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.1.. ----------- (iv) Subject to Section 4.2(b)(v), the Administrative Agent shall ----------------- promptly distribute to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender, or at such other address as a Lender or other Holder may request in writing, such funds as such Person may be entitled to receive, subject to the provisions of Article XII; provided that the Administrative Agent shall under no ----------- -------- circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. (v) In the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “"Non Pro Rata Loan”"), until the earlier of ----------------- such Defaulting Lender’s 's cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s 's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) shall ----------------- apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c);; -------------- (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s 's original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata ----------------- Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s 's failure to fund its Pro Rata Share of any Loan (“"Cure Loans”") shall bear interest at the Base Rate in ---------- effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.2, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loans.

Apportionment of Payments. (i) Subject to the provisions of Section 4.2(b)(vSECTION 2.05(f), SECTION 2.06, SECTION 2.07, SECTION 2.08(b)(ii), SECTION 2.08(b)(iii), SECTION 3.05 and SECTION 3.06(b)(ii), all payments of principal and interest in respect of outstanding Loans (other than Competitive Bid Loans), all payments in respect of Reimbursement ObligationsObliga- tions, all payments of fees and all other payments in respect of any other ObligationsObligations (other than Competitive Bid Loans), shall be allocated among such of the Senior Lenders and Issuing Banks as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein. Subject Except as provided in SECTION 2.08(b)(ii) with respect to payments received after the provisions occurrence of Section 4.2(b)(ii)an Event of Default, all such payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower or any Qualified Borrower Southland shall be applied allocated among such of the Senior Lenders as are entitled thereto, in the following order: (A) proportion to pay their respective Pro Rata Shares, or otherwise as provided herein. All such principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or such Qualified Borrower, (B) to pay all other Obligations then due and payable and (C) as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of Committed Term Loans and Revolving Loans shall be applied firstFIRST, to the Term Loans and accrued interest thereon and SECOND, to the Revolving Loans and accrued interest thereon; in either case, FIRST, to repay outstanding Base Rate Loans, Loans and then THEN to repay outstanding Eurodollar Rate Loans, Loans with those Eurodollar Rate Loans which have earlier expiring Eurodollar Interest Periods being repaid prior to those which have later expiring Eurodollar Interest Periods. All such principal and interest payments in respect of Competitive Bid Loans shall be applied in accordance with the related Competitive Bid Note. (ii) After the occurrence of an Event of Default and while the same is continuing, the Administrative Agent shall apply all payments in respect of any Obligations and any amounts received as a result of the exercise of remedies pursuant to Sections 11.12 and 14.5, in the following order: : (A) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified Borrower; (B) secondFIRST, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Administrative AgentAgent from Southland; (C) third, to pay principal of and interest on Letter of Credit Obligations (or, to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral in respect of such Obligations); (D) fourth, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders and the Co-Agents; (E) fifth, to pay interest due in respect of Loans; (F) sixth, to the ratable payment or prepayment of principal outstanding on Loans; and (G) seventh, to the ratable payment of all other Obligations. The order of priority set forth in this Section 4.2(b)(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Arrangers, the other Lenders and other Holders as among themselves. The order of priority set forth in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay from the proceeds of Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.1. (iv) Subject to Section 4.2(b)(v), the Administrative Agent shall promptly distribute to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender, or at such other address as a Lender or other Holder may request in writing, such funds as such Person may be entitled to receive, subject to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. (v) In the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.2, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loans.

Apportionment of Payments. (i) Subject to the provisions of Section 4.2(b)(v)Except as otherwise provided in this subsection, all payments of aggregate principal and interest in respect of payments shall be apportioned among all outstanding Loans, all Loans to which such payments in respect of Reimbursement Obligations, all relate and payments of the fees required to be paid by the Borrower under this Agreement (and all other payments in respect of any other Obligations, not the Fee Letter) to the Agent shall be allocated among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares apportioned ratably or otherwise as provided herein. Subject to the provisions of Section 4.2(b)(ii), extent separately agreed to by the Agent and any Lender. All payments shall be remitted to the Agent and all such payments and any other amounts amounts, including, without limitation, proceeds of Collateral received by the Administrative Agent from or for as to the benefit of the Borrower or any Qualified Borrower shall be applied in subject to the following order: (A) to pay principal provisions of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or such Qualified Borrower, (B) to pay all other Obligations then due and payable and (C) as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of Committed Loans shall be applied first, to repay outstanding Base Rate Loans, and then to repay outstanding Eurodollar Rate Loans, with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. (ii) After the occurrence of an Event of Default and while the same is continuing, the Administrative Agent shall apply all payments in respect of any Obligations and any amounts received as a result of the exercise of remedies pursuant to Sections 11.12 and 14.5, in the following order: (A) firstthis Agreement FIRST, to pay principal of and interest on any portion of Loans funded by the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Lenders (including, without limitation, Agent has not then been reimbursed by such Lender or the Borrower or any Qualified Borrower; (BAdvances under Section 11.08 hereof) second, to pay Obligations in respect of and any fees, expense reimbursements or indemnities then due to the Administrative Agent; (C) thirdAgent from the Borrower; SECOND, to pay principal of and interest on Letter of Credit Obligations (or, to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral in respect of such Obligations); (D) fourth, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders and or the Co-Agents; (E) fifthLetter of Credit Issuer hereunder; THIRD, to pay interest due in respect of Loans; (F) sixththe Loans and Unreimbursed Draws under Letters of Credit; FOURTH, to pay, prepay, or provide cash collateral if then required in respect of, principal of Loans and Letter of Credit Exposure; and FIFTH, to the ratable payment or prepayment of principal outstanding on Loans; and (G) seventh, any other Obligations due to the ratable payment of all other Obligations. The order of priority set forth in this Section 4.2(b)(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the ArrangersCo-Agent, the other Lenders and other Holders as among themselves. The order of priority set forth in clauses (C) through (G) of this Section 4.2(b)(ii) may at or any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval Lender by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay from the proceeds of Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.1. (iv) Subject to Section 4.2(b)(v), the Administrative Agent shall promptly distribute to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lenderhereof, or at such other address as a such Lender or other Holder may request designate in writing, such funds as such Person it may be entitled to receive, subject to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any . The foregoing apportionment or distribution contemplated hereby. (v) In the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) shall apply only with respect to the proceeds of payments is solely for the purpose of Obligations and shall not affect determining the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions obligations of the Borrower or hereunder and, notwithstanding such apportionment, any Lender may on its books and records allocate payments received by it in a manner different from that contemplated hereby. No such different allocation shall alter the applicable Qualified rights and obligations of the Borrower as to its desired application, all repayments of principal which, under this Agreement determined in accordance with the other terms of apportionments contemplated by this Section 4.2, would be applied 2.08(c). To the extent that the Borrower makes a payment or payments to the outstanding Base Rate Loans Agent or the Agent receives any payment or other amount, which payment(s) or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause then, to the extent of such payment or proceeds received, the Obligations or part thereof intended to be satisfied shall be applied firstrevived and continue in full force and effect, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans as if such payment or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loansproceeds had not been received by the Agent.

Apportionment of Payments. (i) Subject to Section 3.04 hereof and to any written agreement among the provisions of Section 4.2(b)(v), all Administrative Agent and/or the Lenders: (a) All payments of principal and interest in respect of outstanding Loans, all payments in respect of Reimbursement Obligationsthe Letter of Credit Accommodations, all payments of fees (other than the fees set forth in Section 2.06 hereof, fees with respect to Letter of Credit Accommodations provided for in Section 3.01(b) and the 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. Subject to the provisions herein or, in respect of Section 4.2(b)(ii)payments not made on account of Loans or Letter of Credit Obligations, all such payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower or any Qualified Borrower shall be applied in the following order: (A) to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or such Qualified Borrower, (B) to pay all other Obligations then due and payable and (C) as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of Committed Loans shall be applied first, to repay outstanding Base Rate Loans, and then to repay outstanding Eurodollar Rate Loans, with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest PeriodsPerson making payment when the payment is made. (ii1) After the occurrence and during the continuance of an Event of Default and while the same is continuingDefault, the Administrative Agent shall may, and upon the direction of the Required A Lenders shall, notwithstanding any terms to the contrary set for in this Agreement or any other Loan Document apply all payments in respect of any Obligations (other than proceeds of Fixed Asset Collateral) and any amounts received as a result all proceeds of the exercise of remedies pursuant to Sections 11.12 and 14.5Current Asset Collateral, in the following order: (Ai) first, ratably to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified Borrower; (B) second, to pay 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 to the Administrative Agent or the L/C Issuer until paid in full; (ii) second, ratably to pay the Obligations in respect of any fees (including Letter of Credit Fees payable to the Revolving A Lenders), expense reimbursements or and indemnities then due to the Administrative Agent; Revolving A Lenders until paid in full; (Ciii) third, ratably to pay interest due in respect of the Administrative Agent Advances until paid in full; (iv) fourth, ratably to pay principal of the Administrative Agent Advances until paid in full; (v) fifth, ratably to pay interest due in respect of the Revolving A Loans and interest on Letter of Credit Obligations until paid in full; (vi) sixth, ratably to pay principal of the Revolving A Loans and Letter of Credit Obligations (or, to the extent such Letter of Credit Obligations are contingent, deposited with the Administrative Agent contingent to provide cash collateral in respect an amount up to 105% of such Obligations); Letter of Credit Obligations which collateral shall be released upon all such Events of Default ceasing to continue) until paid in full; (Dvii) fourthseventh, ratably to pay the Obligations in respect of any fees, expense reimbursements or and indemnities then due to the B-Lenders and the Co-Agents; until paid in full; (Eviii) fiftheighth, ratably to pay interest due in respect of Loans; the B-Loans until paid in full; (Fix) sixthninth, ratably to pay principal of the ratable payment or prepayment of principal outstanding on LoansB-Loans until paid in full; and and (Gx) seventhtenth, to the ratable payment of all other Obligations. The order Obligations then due and payable. (2) After the occurrence and during the continuance of priority an Event of Default, the Administrative Agent may, and upon the direction of the Required B Lenders shall, notwithstanding any terms to the contrary set forth for in this Agreement or any other Loan Document apply all proceeds of the Fixed Asset Collateral: (i) first, ratably to pay interest due in respect of the B- Loans until paid in full; (ii) second, ratably to pay principal of the B-Loans until paid in full, (iii) third, ratably to pay the Obligations in respect of any fees, expense reimbursements and indemnities then due to the B-Lenders until paid in full; and (iv) thereafter, in the order specified in Section 4.2(b)(ii4.02(b)(i). (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 the principal of or interest on the B-Loans or other related provisions Obligations then due and payable under any provision of this Agreement are set forth solely to determine or the rights and priorities payment of all or part of the Administrative Agent, the Arrangers, the other Lenders and other Holders as among themselves. The order of priority set forth in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent principal of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay from the proceeds of Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested B-Loans in accordance with the procedures terms and subject to the conditions specified in of Section 2.12.05. (ivd) Subject to For purposes of Section 4.2(b)(v4.04(b) (other than clause (x) of Section 4.04(b)), the Administrative Agent shall promptly distribute to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender, or at such other address as a Lender or other Holder may request "paid in writing, such funds as such Person may be entitled to receive, subject to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. (v) In the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Commitments, the proceeds full" means payment of all amounts thereafter repaid to owing under the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant Loan Documents according to the terms thereof, including loan fees, service fees, professional fees, interest (and specifically including interest accrued after the commencement of this Agreement shall be advanced any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, except to the Borrower 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 any Insolvency Proceeding, and, for purposes of clause (x) of Section 4.04(b), "paid in full" means payment of all amounts owing under the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement Loan Documents according to the contrary: terms thereof, including loan fees, service fees, professional fees, interest (A) and specifically including interest accrued after the foregoing provisions of this Section 4.2(b)(v) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share commencement of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(vInsolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or not any of the Non Pro Rata Loan with respect thereto has been repaid, converted foregoing would be or continued; (C) amounts advanced to the Borrower is allowed or the applicable Qualified Borrower to cure, disallowed in full whole or in part, part in any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.2, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure LoansInsolvency Proceeding.

Apportionment of Payments. (i) Subject to the provisions of Section 4.2(b)(v), all payments of Aggregate principal and interest in respect of outstanding Loans, all payments in respect of Reimbursement ObligationsTerm Loans and Revolving Loans and, all to the extent payments are made by Borrowers after payments have been made by Lenders pursuant to subsection 2.8E, payments in respect of Letters of Credit, shall be apportioned among the Term Loans, Revolving Loans and Letters of Credit to which such payments relate, payments of the aggregate facility fees and all other Letter of Credit commissions shall be apportioned ratably among Revolving Lenders, in each case proportionally to their respective Pro Rata Shares. All principal and interest payments in respect of the Domestic Overdraft Account shall be transferred to and retained by Administrative Agent; provided that Administrative Agent shall distribute to each Lender that has purchased a participation in amounts due with respect to the Domestic Overdraft Account pursuant to subsection 2.1B such Lender’s Pro Rata Share of any payments subsequently received by Administrative Agent in respect of such amounts due with respect to the Domestic Overdraft Account. All principal and interest payments in respect of any other Obligations, Offshore Overdraft Account shall be allocated transferred to and retained by the relevant Offshore Overdraft Account Provider; provided that such Offshore Overdraft Account Provider shall transfer to the Administrative Agent that portion of any payments subsequently received by such Offshore Overdraft Account Provider in respect of amounts due with respect to such Offshore Overdraft Account necessary to permit Administrative Agent to distribute to each Lender that has purchased a participation in such amounts due pursuant to subsection 2.1D such Lender’s Pro Rata Share of such payments. Aggregate principal and interest payments in respect of Offshore Revolving Loans shall be apportioned among the Offshore Revolving Loans to which such of the Lenders as are entitled theretopayments relate, in proportion each case proportionally to their the relevant Lenders’ respective Pro Rata Shares or otherwise as provided hereinShares. Subject to the provisions of Section 4.2(b)(ii), all such payments and any other subsection 2.4C relating to amounts received by the UK Administrative Agent, Administrative Agent from or for the benefit of the Borrower or any Qualified Borrower shall be applied (or, in the following order: (Acase of payments received by any Issuing Lender from a Borrower after payments have been made to such Issuing Lender by Lenders pursuant to subsection 2.8C, such Issuing Lender) shall promptly distribute to pay principal of and interest each Lender, at its primary address set forth below its name on any portion of the Loans which the Administrative Agent may have advanced on behalf of appropriate signature page hereof or at such other address as any Lender other than itself for which the Administrative Agent has not then been reimbursed by may request, its share of all such Lender or the Borrower or such Qualified Borrower, (B) to pay all other Obligations then due and payable and (C) as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of Committed Term Loans, Revolving Loans, Letters of Credit, the Domestic Overdraft Account, the Offshore Overdraft Accounts and Offshore Revolving Loans received by Administrative Agent (or such Issuing Lender) and the facility fees of such Lender when received by Administrative Agent pursuant to subsection 2.3A. Notwithstanding the foregoing provisions of this subsection 2.4D, (i) with respect to any Lender which fails to fund the purchase of all or any part of its participation in a Letter of Credit as required by subsection 2.8C, its participation in the Domestic Overdraft Amount as required under subsection 2.1B, its participation in an Offshore Overdraft Amount as required under subsection 2.1D or its participation in the Term Loans pursuant to subsection 2.4B(ii)(d) or 2.4B(ii)(e) (such Lender being a “Defaulting Participating Lender”), all amounts which would otherwise be payable or allocable to such Defaulting Participating Lender under this subsection 2.4D shall instead be paid by Administrative Agent to the Issuing Lender (in the case of a failure to fund the purchase of a participation in a Letter of Credit under subsection 2.8E), Administrative Agent (in the case of a failure to fund the purchase of a participation in the Domestic Overdraft Amount under subsection 2.1B) the applicable Offshore Overdraft Account Provider (in the case of a failure to fund a purchase of a participation in an Offshore Overdraft Amount under subsection 2.1D), or to the Lenders having Term Loan Exposure (in the case of a failure to fund a purchase of a participation in the Term Loans pursuant to subsection 2.4B(ii)(d) or 2.4B(ii)(e) (each, a “Recipient”), until such Recipient has received, either pursuant to this proviso or otherwise from such Defaulting Participating Lender, an amount equal to the amount such Defaulting Participating Lender failed to so fund plus interest at the customary rate set by such Recipient for the correction of errors among banks for three Business Days and thereafter at the Base Rate plus the Applicable Base Rate Margin (and in the case such Defaulting Participating Lender is a Defaulting Participating Lender with respect to more than one Recipient, such amounts shall be applied firstpaid to such Recipients ratably in accordance with amounts owed to such Recipients by such Defaulting Participating Lender); (ii) if, pursuant to repay outstanding the provisions of subsection 2.6D, any Notice of Borrowing or Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of Euro Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter and then to repay outstanding Eurodollar Rate Loans, with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. (iiiii) After after the occurrence of an Event of Default and while acceleration of the same is continuingmaturity of the Loans and amounts available for drawing under Letters of Credit as provided in Section 7, the Administrative Agent shall apply apportion all payments in respect of any Obligations and any amounts received as a result of the exercise of remedies pursuant to Sections 11.12 and 14.5, by it in the following order: (A) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified Borrower; (B) second, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Administrative Agent; (C) third, to pay principal of and interest on Letter of Credit Obligations (or, to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral in respect of such Obligations); (D) fourth, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders and the Co-Agents; (E) fifth, to pay interest due in respect of Loans; (F) sixth, to the ratable payment or prepayment of principal outstanding on Loans; and (G) seventh, to the ratable payment of all other Obligations. The order of priority set forth in this Section 4.2(b)(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Arrangers, the other Lenders and other Holders as among themselves. The order of priority set forth in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay from the proceeds of Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions manner specified in Section 2.17 and Section 2.10. (iv) Subject to Section 4.2(b)(v), the Administrative Agent shall promptly distribute to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender, or at such other address as a Lender or other Holder may request in writing, such funds as such Person may be entitled to receive, subject to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. (v) In the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.2, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loans.

Apportionment of Payments. (i) Subject to the provisions of Section 4.2(b)(v), all All payments of principal and interest in respect of outstanding Loans, all payments in respect of Reimbursement Obligations, all payments of fees and all other payments in respect of any other Obligations, shall be allocated among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein. Subject to the provisions of Section 4.2(b)(ii), all such payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower or any Qualified Borrower shall be applied in the following order: (A1) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself Dresdner Bank AG, New York and Grand Cayman Branches for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or such Qualified Borrower, (B2) second, to pay all other Obligations then due and payable payable, and (C3) third, as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of Committed Loans shall be applied first, to repay outstanding Base Rate Loans, and then to repay outstanding Eurodollar Rate Loans, with those Eurodollar Rate Loans which have earlier expiring Eurodollar Interest Periods being repaid prior to those which have later expiring Eurodollar Interest Periods. (ii) After the occurrence of an Event of Default and while the same is continuing, the Administrative Agent shall apply all payments in respect of any Obligations and any amounts received as a result of the exercise of remedies pursuant to Sections 11.12 and 14.5, in the following order: (A1) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself Dresdner Bank AG, New York and Grand Cayman Branches for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified Borrower; (B2) second, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Administrative AgentCo-Arrangers, or any of them, in their respective capacities as such and not as Lenders; (C3) third, to pay principal of and interest on Letter of Credit Obligations (or, to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral in respect of such Obligations); (D) fourth, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders and the Co-AgentsLenders; (E4) fifthfourth, to pay interest due in respect of Loans; (F5) sixthfifth, to the ratable payment or prepayment of the outstanding principal outstanding on amounts of Loans; and (G6) seventh, sixth to the ratable payment of all other Obligations. The order of priority set forth in this Section 4.2(b)(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Arrangers, the other Lenders and other Holders as among themselves. The order of priority set forth in clauses (C3) through (G6) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person; provided, however, that no such change shall favor any Lender over any other Lender. The order of priority set forth in clauses (A1) and (B2) of this Section 4.2(b)(ii) may be changed only with the prior written consent of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay from the proceeds of Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.1.[Intentionally Omitted] (iv) Subject to Section 4.2(b)(v), the The Administrative Agent shall promptly distribute to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender, or at such other address as a Lender or other Holder may request in writing, such funds as such Person may be entitled to receive, subject to the provisions of Article XII; provided provided, however, that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. (v) In the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.2, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loans.

Apportionment of Payments. (i) Subject to the provisions of Section 4.2(b)(v3.02(b)(ii) and (v), except as otherwise provided herein (A) all payments of principal and interest (I) in respect of outstanding Loans, all payments in respect of Reimbursement Obligations, all payments of fees and all other payments in respect of any other Obligations, Term Loans shall be allocated among such of the Term Loan Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise thereof and (II) in respect of outstanding Revolving Loans, and all payments in respect of Reimbursement Obligations, shall be allocated among such of the Revolving Credit Lenders and Issuing Banks as provided hereinare entitled thereto, in proportion to their respective Pro Rata Shares thereof and (B) all payments of fees and all other payments in respect of any other Obligations shall be allocated among such of the Lenders and Issuing Banks as are entitled thereto, in proportion to their respective applicable Pro Rata Shares. Subject to the provisions of Section 4.2(b)(ii), all All such payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower or any Qualified Borrower Borrowers shall be applied in the following order: (A) to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or such Qualified Borrower, (B) to pay all other Obligations then due and payable and (C) as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of Committed Loans shall be applied first, to repay outstanding Base Rate Loans, and then to repay outstanding Eurodollar Rate Loans, with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. (ii) After the occurrence of an Event of Default and while the same is continuing, the Administrative Agent shall apply all payments in respect of any Obligations and any amounts received as a result of the exercise of remedies pursuant to Sections 11.12 and 14.5, in the following order: (A) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender other than itself the Lender then acting as Administrative Agent, for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified Borrower; (B) Borrowers, second, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Administrative Agent; (C) third, to pay principal of and interest on Letter any Protective Advance for which the Administrative Agent has not then been paid by the Borrowers or reimbursed by the Lenders, third, to pay all other Obligations then due and payable and fourth, as the Company so designates. Except as set forth in Sections 3.01(a), (b) and (c) and unless otherwise designated by the Company, all principal payments in respect of Credit Obligations (oroutstanding Swing Loans, Revolving Loans or Term Loans, as the case may be, shall be applied first, to the extent such Obligations are contingentoutstanding Swing Loans, deposited with the Administrative Agent to provide cash collateral in respect of such Obligations); (D) fourth, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders and the Co-Agents; (E) fifth, to pay interest due in respect of Loans; (F) sixthsecond, to the ratable payment or prepayment of principal outstanding on Loans; and (G) seventh, Revolving Loans and third to the ratable payment of all other Obligations. The order of priority set forth in this Section 4.2(b)(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Arrangers, the other Lenders and other Holders as among themselves. The order of priority set forth in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay from the proceeds of Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate outstanding Term Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principalfirst, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notesrepay outstanding Base Rate Loans, and agrees that all such then to repay outstanding Eurocurrency Rate Loans so made shall be deemed with those Loans which have earlier expiring Eurocurrency Interest Periods being repaid prior to those which have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.1. (iv) Subject to Section 4.2(b)(v), the Administrative Agent shall promptly distribute to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender, or at such other address as a Lender or other Holder may request in writing, such funds as such Person may be entitled to receive, subject to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. (v) In the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligationslater expiring Eurocurrency Interest Periods. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of Section 3.02(a) and this Section 4.2(b)(v) shall apply only with 3.02(b)(i), payments in any Alternative Currency received in respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender any Multicurrency Loan denominated in such currency shall be deemed distributed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such each Multicurrency Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.2, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non its Multicurrency Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure LoansShare.

Apportionment of Payments. Subject to Section 4.2 and except as otherwise provided with respect to Defaulting Lenders and as otherwise provided herein and in the other Loan Documents, (i) Subject each 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 Revolving Credit Commitments of a particular Class of Loans shall be applied to the provisions respective Revolving Credit Commitments of Section 4.2(b)(v)such Class of the relevant Lenders, all payments pro rata according to the amounts of their respective Revolving Credit Commitments of such Class of Loans; (ii) each payment or prepayment of principal of Loans of any 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 (iii) each payment of interest on Loans of any Class by Borrower shall be made for account of the relevant Lenders pro rata in respect accordance with the amounts of outstanding Loansinterest on such Loans then due and payable to the respective Lenders. Except as otherwise provided in the Loan Documents, all payments in respect of Reimbursement Obligations, all payments of fees and all other payments in respect of any other Obligations, expenses shall be allocated made ratably among such the parties entitled thereto in accordance with the amount of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided hereinfees and expenses then due. Subject to the provisions of Section 4.2(b)(ii), all such payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower or any Qualified Borrower shall be applied in the following order: (A) to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or such Qualified Borrower, (B) to pay all other Obligations then due and payable and (C) as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of Committed Loans shall be applied first, to repay outstanding Base Rate Loans, and then to repay outstanding Eurodollar Rate Loans, with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. (ii) After Following the occurrence of an Event of Default and while acceleration of the same is continuingLoans, the Administrative Agent shall apply all payments in respect shall be remitted to Agent and all such payments and all proceeds of any Obligations and any amounts Loan Collateral received by Agent, shall be applied as a result of the exercise of remedies pursuant to Sections 11.12 and 14.5, in the following orderfollows: (Aa) first, to pay principal of and interest on any portion of Agent Advances or Interim Advances, interest, fees, expenses or indemnities due to Agent under the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified BorrowerLoan Documents, until paid in full; (Bb) second, to pay Obligations in respect any Letter of any Credit Obligations, fees, expense reimbursements expenses or indemnities then due to LC Issuer under the Administrative AgentLoan Documents, until paid in full; (Cc) third, to pay principal any expenses or indemnities then due to any or all of and interest on Letter of Credit Obligations (orthe Lenders under the Loan Documents, to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral until paid in respect of such Obligations)full; (Dd) fourth, to pay Obligations in respect of any fees, expense reimbursements or indemnities fees then due to any or all of the Lenders under the Loan Documents, including fees and the Co-Agentspremiums owing to any Lender (or any Affiliate thereof) with respect to any Rate Hedging Agreement entered into with any Credit Party, until paid in full; (Ee) fifth, to pay interest due to any or all of the Lenders under the Loan Documents in respect of Loansthe Obligations and, with respect to any Rate Hedging Agreement entered into with any Credit Party, any premiums, scheduled periodic payments and any interest thereon owing to any Lender (or any Affiliate thereof); (Ff) sixth, to pay any other Obligations due to the ratable Lenders until paid in full, including principal of the Loans, ratably in accordance with their Total Exposure Percentage; (g) seventh, with respect to any Rate Hedging Agreement entered into with any Credit Party, to pay any breakage, termination or payment due under such Rate Hedging Agreement owing to any Lender (or prepayment of principal any Affiliate thereof); (h) eighth, to pay any Bank Product Obligations then outstanding on Loansuntil paid in full ratably to the Bank Product Providers; and (Gi) seventhninth, to the ratable payment of all other Obligations. The order of priority set forth in this Section 4.2(b)(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Arrangers, the other Lenders and other Holders as among themselves. The order of priority set forth in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay from the proceeds of Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2such other Person entitled thereto under applicable law. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.1. (iv) Subject to Section 4.2(b)(v), the Administrative Agent shall promptly will distribute to each Arranger and each other Lender at its primary address set forth on the appropriate applicable signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lenderof this Agreement, or at such any other address as a Lender or other Holder may request in writing, such the amount of funds as such Person the Lender may be entitled to receive, subject to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action receive in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. (v) In the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under accordance with the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, Settlement procedures set forth in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.2, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loans.

Apportionment of Payments. (i) Subject Prior to (A) the occurrence of an Event of Default and (B) delivery by the Determining Lenders of a Default Application Notice to the provisions of Section 4.2(b)(v), all payments of principal and interest in respect of outstanding LoansAdministrative Agent, all payments in respect of Reimbursement Obligations, all payments of fees the Obligations under this Agreement and all other payments in respect of any other Obligations, shall be allocated among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein. Subject to the provisions of Section 4.2(b)(ii), all such payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower or any Qualified Borrower Notes shall be applied in the following order: (A1) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced Agent's fees and expenses incurred on behalf of any Lender other than itself for which the Administrative Agent has not Lenders then been reimbursed by such Lender or the Borrower or such Qualified Borrower,due and payable; (B2) second, to pay all other Obligations fees then due and payable andin respect of the Advances and the Reimbursement Obligations under the Loan Documents; (C3) as 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 in respect of the Borrower so designates. Unless otherwise designated by Advances and the BorrowerReimbursement Obligations under the Loan Documents; (4) fourth, to pay interest then due and payable on the Advances and the Reimbursement Obligations, to be applied in accordance with the Applicable Specified Percentages (except that (A) prior to the Lenders making Revolving Credit Advances pursuant to Section 2.2(g) hereof, all interest due and payable on the Swing Line Advances shall be payable to the Swing Line Bank and (B) at such time, if any, that the Lenders make a Revolving Credit Advance pursuant to Section 2.2(g) hereof, the Administrative Agent shall distribute all interest payments in respect of Swing Line Advances to the Lenders in accordance with their respective Revolving Credit Specified Percentages). (5) fifth, to pay principal then due and payable on the Advances and Reimbursement Obligations, to be applied in accordance with Applicable Specified Percentages (except that (A) prior to the Lenders making a Revolving Credit Advance pursuant to Section 2.2(g) hereof, all principal due and payable on the Swing Line Advances shall be payable to the Swing Line Bank and (B) at such time, if any, that the Lenders make a Revolving Credit Advance pursuant to Section 2.2(g) hereof, the Administrative Agent shall distribute all principal payments in respect of Committed Loans shall be applied first, Swing Line Advances to repay outstanding Base Rate Loans, and then to repay outstanding Eurodollar Rate Loans, the Lenders in accordance with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periodstheir respective Revolving Credit Specified Percentages). (ii) After (A) the occurrence of an Event of Default and while during the same is continuing, continuance thereof and (B) the Determining Lenders shall have delivered the notice to the Administrative Agent shall to apply payments in respect of the Obligations as provided in this Section 2.10(d)(ii) (a "Default Application Notice"), all payments in respect of any the Obligations and (proceeds of Collateral and payments under any amounts received as a result of the exercise of remedies pursuant to Sections 11.12 and 14.5, Subsidiary Guaranty) shall be applied in the following order: (A1) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced Agent's fees and expenses incurred on behalf of any Lender other than itself for which the Administrative Agent has not Lenders then been reimbursed by such Lender or the Borrower or any Qualified Borrowerdue and payable; (B2) second, to pay Obligations all other fees then due and payable in respect of any fees, expense reimbursements or indemnities then due to the Administrative AgentAdvances and the Reimbursement Obligations under the Loan Documents; (C3) third, to pay all other amounts other than principal of and interest on Letter of Credit Obligations (orincluding; without limitation, expense reimbursements and indemnities) not otherwise referred to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral in clauses (1) and (2) immediately preceding then due and payable in respect of such Obligations)the Advances and the Reimbursement Obligations under the Loan Documents; (D4) fourth, to pay Obligations in respect of any fees, expense reimbursements or indemnities interest then due to and payable on the Lenders Advances and the Co-Agents;Reimbursement Obligations, ratably in accordance with the aggregate amount of interest owed to each Lender; and (E5) fifth, to pay interest due in respect of Loans; (F) sixth, to the ratable payment or prepayment of principal outstanding on Loans; and (G) seventh, to the ratable payment of all other Obligations. The order of priority set forth in this Section 4.2(b)(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Arrangers, the other Lenders and other Holders as among themselves. The order of priority set forth in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay from the proceeds of Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts then due and payable by on the Borrower hereunder or under the NotesAdvances and Reimbursement Obligations, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying case of proceeds of Collateral and payments under any Subsidiary Guaranty, to pay any other obligations to any Secured Party (as defined in the Lenders by facsimile transmission or other similar form of transmission (which notice Pledge Agreement) not covered in first through fourth above, ratably among the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans Secured Parties in accordance with the procedures aggregate principal amount of Advances and subject to the conditions specified Reimbursement Obligations and, in Section 2.1. (iv) Subject to Section 4.2(b)(v)the case of proceeds of Collateral or payments under any Subsidiary Guaranty, the Administrative Agent shall promptly distribute obligations secured or guaranteed thereby, owed to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender, or at such other address as a Lender or other Holder may request in writing, such funds as such Person may be entitled to receive, subject to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated herebySecured Party. (v) In the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.2, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loans.

Apportionment of Payments. (i) Subject to the provisions of Section 4.2(b)(v3.2(b)(v), all payments of principal and interest in respect of outstanding Loans, all payments in respect of Reimbursement Obligations, all payments of fees and all other payments in respect of any other Obligations, shall be allocated among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein. Subject to the provisions of Section 4.2(b)(ii3.2(b)(ii), all such payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower or any Qualified Borrower shall be applied in the following order: (A) first, to pay all Obligations then due and payable, and (B) second, as the Borrower so designates. In the event that the Administrative Agent (at its sole discretion, as provided in Section 2.1(f)(ii) shall have advanced any Loan on behalf of any Lender for which the Administrative Agent has not been reimbursed by the Borrower or Lender, then any payment to be made to such Lender under this Agreement shall first be paid to the Administrative Agent until the Administrative Agent has received all principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or such Qualified Borrower, (B) to pay all other Obligations then due and payable and (C) as the Borrower so designatesLender. Unless otherwise designated by the Borrower, all principal payments in respect of Committed Loans shall be applied first, to repay outstanding Base Rate Loans, and then second, to repay outstanding Eurodollar Eurocurrency Rate Loans, with those Eurodollar Eurocurrency Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods and third, subject to Section 3.1(a), to repay outstanding Negotiated Rate Loans, with those Negotiated Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. (ii) After the occurrence of an Event of Default and while the same is continuing, the Administrative Agent shall apply all payments in respect of any Obligations and any amounts received as a result of the exercise of remedies pursuant to Sections 11.12 and 14.5, in the following order: (A) first, to pay principal Obligations in respect of and interest on any portion of the Loans which fees, expense reimbursements or indemnities then due to the Administrative Agent may have advanced on behalf of any Lender other than itself for which the in its capacity as Administrative Agent has and not then been reimbursed by such as Lender or the Borrower or any Qualified Borrowerhereunder; (B) second, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Administrative AgentLenders; (C) third, to pay principal of and interest on Letter of Credit Obligations (or, to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral in respect of such Obligations); (D) fourth, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders and the Co-Agents; (E) fifth, to pay interest due in respect of Loans; (FD) sixthfourth, to the ratable payment or prepayment of principal outstanding on Loans; and (GE) seventhfifth, to the ratable payment of all other Obligations. In the event that the Administrative Agent (at its sole discretion, as provided in Section 2.1(f)(ii)) shall have advanced any Loan on behalf of any Lender for which the Administrative Agent has not been reimbursed by the Borrower or Lender, then any payment to be made to such Lender under this Agreement shall first be paid to the Administrative Agent until the Administrative Agent has received all principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of such Lender. The order of priority set forth in this Section 4.2(b)(ii3.2(b)(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Arrangers, the other Lenders and other Holders as among themselves. The order of priority set forth in clauses (CB) through (GE) of this Section 4.2(b)(ii3.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person; provided, however, no such change shall favor one Lender over any other Lender. The order of priority set forth in clauses (A) and (B) as to payments due to the Administrative Agent with respect to Loans made on behalf of this Section 4.2(b)(ii) another Lender may be changed only with the prior written consent of the Administrative Agent. (iii) The Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii3.2(b)(iii), may pay from the proceeds of Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections Section 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii3.2(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interestinterest and fees, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.213.2 and amounts that may be drawn under Letters of Credit. The Borrower hereby irrevocably authorizes the Lenders Lenders, upon the occurrence and during the continuation of an Event of Default, to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations interest and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 13.2, paying amounts that are drawn under Letters of Credit and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. If demanded by Administrative Agent in its absolute and sole discretion after the occurrence of an Event of Default, Borrower will deposit with and pledge to Administrative Agent cash in an amount equal to the amount of all Letter of Credit Obligations. Such amounts will be pledged to and held by Administrative Agent for the benefit of the Lenders as security for any Letter of Credit Obligations and all other Obligations. Upon any draws under Letters of Credit, at Administrative Agent’s sole discretion, Administrative Agent may apply any such amounts to the repayment of amounts drawn thereunder and upon the expiration of the Letters of Credit any remaining amounts will be applied to the payment of all other Obligations or if there are no outstanding Obligations and the Lenders have no further obligation to make Loans or issue Letters of Credit, such proceeds deposited by Borrower will be released to Borrower. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence this section by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii3.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.1. (iv) Subject to Section 4.2(b)(v3.2(b)(v), the Administrative Agent shall promptly distribute to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender, or at such other address as a Lender or other Holder may request in writing, such funds as such Person may be entitled to receive, subject to the provisions of Article XIIXI; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. (v) In the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Commitments and the Term Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v3.2(b)(v) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c4.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan (without waiver by the Borrower of any claim against such Lender arising as a consequence of such failure) at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan (as reduced by such Lender’s Pro Rata Share of any principal prepayments occurring after the date of such Non Pro Rata Loan) is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v3.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to timesame rate as, and for all other purposes of this Agreement shall be treated as if they were Base Rate LoansLoans similar to, the advances that would have been made had such Lender advanced its Pro Rata Share of the requested Loan; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.23.2, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loans. Notwithstanding anything herein to the contrary, the provisions of this Section 3.2(b)(v) shall not apply to Loans to be made pursuant to Section 2.4(f) or to a failure of a Lender to fund its Pro Rata Share of an advance under a Letter of Credit pursuant to Section 2.4(g).

Apportionment of Payments. (i) Subject Prior to (A) the occurrence of an Event of Default and (B) delivery by the Determining Lenders of the notice to the provisions of Administrative Agent referred to in Section 4.2(b)(v), all payments of principal and interest in respect of outstanding Loans2.10(d)(ii)(B) below, all payments in respect of Reimbursement Obligations, all payments of fees and all other payments in respect of any other Obligations, shall be allocated among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein. Subject to the provisions of Section 4.2(b)(ii), all such payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower or any Qualified Borrower Obligations shall be applied in the following order: (A1) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced Agent's fees and expenses incurred on behalf of any Lender other than itself for which the Administrative Agent has not Lenders then been reimbursed by such Lender or the Borrower or such Qualified Borrower,due and payable; (B2) second, to pay all other Obligations fees then due and payable andin respect of the Advances and the Reimbursement Obligations under the Loan Documents; (C3) as 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 in respect of the Borrower so designates. Unless otherwise designated by Advances and the BorrowerReimbursement Obligations under the Loan Documents; (4) fourth, to pay interest then due and payable on the Advances and the Reimbursement Obligations, to be applied in accordance with the Applicable Specified Percentages (except that (A) prior to the Lenders making a Revolving Credit Advance pursuant to Section 2.2(g) hereof, all interest due and payable on the Swing Line Advances shall be payable to the Swing Line Bank and (B) at such time, if any, that the Lenders make a Revolving Credit Advance pursuant to Section 2.2(g) hereof, the Administrative Agent shall distribute all interest payments in respect of Swing Line Advances to the Lenders in accordance with their respective Revolving Credit Specified Percentages). (5) fifth, to pay principal then due and payable on the Advances and Reimbursement Obligations, to be applied in accordance with Applicable Specified Percentages (except that (A) prior to the Lenders making a Revolving Credit Advance pursuant to Section 2.2(g) hereof, all principal due and payable on the Swing Line Advances shall be payable to the Swing Line Bank and (B) at such time, if any, that the Lenders make a Revolving Credit Advance pursuant to Section 2.2(g) hereof, the Administrative Agent shall distribute all principal payments in respect of Committed Loans shall be applied first, Swing Line Advances to repay outstanding Base Rate Loans, and then to repay outstanding Eurodollar Rate Loans, the Lenders in accordance with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periodstheir respective Revolving Credit Specified Percentages). (ii) After (A) the occurrence of an Event of Default and while (B) the same is continuing, Determining Lenders shall have delivered the notice to the Administrative Agent shall to apply payments in respect of the Obligations as provided in this Section 2.10(d)(ii), all payments in respect of any the Obligations and (proceeds of Collateral and payments under any amounts received as a result of the exercise of remedies pursuant to Sections 11.12 and 14.5, Subsidiary Guaranty) shall be applied in the following order: (A1) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced Agent's fees and expenses incurred on behalf of any Lender other than itself for which the Administrative Agent has not Lenders then been reimbursed by such Lender or the Borrower or any Qualified Borrowerdue and payable; (B2) second, to pay Obligations all other fees then due and payable in respect of any fees, expense reimbursements or indemnities then due to the Administrative AgentAdvances and the Reimbursement Obligations under the Loan Documents; (C3) third, to pay all other amounts other than principal of and interest on Letter of Credit Obligations (orincluding; without limitation, expense reimbursements and indemnities) not otherwise referred to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral in clauses (1) and (2) immediately preceding then due and payable in respect of such Obligations)the Advances and the Reimbursement Obligations under the Loan Documents; (D4) fourth, to pay Obligations in respect of any fees, expense reimbursements or indemnities interest then due to and payable on the Lenders Advances and the Co-Agents;Reimbursement Obligations, to be applied in accordance with each Lenders' Total Specified Percentage; and (E5) fifth, to pay interest due in respect of Loans; (F) sixth, to the ratable payment or prepayment of principal outstanding on Loans; and (G) seventh, to the ratable payment of all other Obligations. The order of priority set forth in this Section 4.2(b)(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Arrangers, the other Lenders and other Holders as among themselves. The order of priority set forth in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay from the proceeds of Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts then due and payable by on the Borrower hereunder or under the NotesAdvances and Reimbursement Obligations, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying case of proceeds of Collateral and payments under any Subsidiary Guaranty, to pay any other obligations to any Secured Party (as defined in the Lenders by facsimile transmission or other similar form of transmission (which notice Security Agreement) not covered in first through four above, ratably among the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans Secured Parties in accordance with the procedures aggregate principal amount of Advances and subject to the conditions specified Reimbursement Obligations and, in Section 2.1. (iv) Subject to Section 4.2(b)(v)the case of proceeds of Collateral or payments under any Subsidiary Guaranty, the Administrative Agent shall promptly distribute obligations secured or guaranteed thereby, owed to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender, or at such other address as a Lender or other Holder may request in writing, such funds as such Person may be entitled to receive, subject to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated herebySecured Party. (v) In the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.2, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loans.

Apportionment of Payments. (ia) Subject to the provisions of Section 4.2(b)(v2.03 and Section 5.07(b), all payments of principal and interest in respect of outstanding Loans, all payments in respect of Reimbursement Obligations, all payments of fees and all other payments in respect of any other ObligationsObligations hereunder, shall be allocated among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares ratably or otherwise as expressly provided herein. Subject Except as provided in Section 5.07(b) with respect to payments and proceeds of Collateral received after the provisions occurrence of Section 4.2(b)(ii)an Event of Default, all such payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower or any Qualified Borrower shall be applied in the following order:applied (A) to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or such Qualified Borrower, (B) to pay all other Obligations then due and payable and (C) as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of Committed Loans shall be applied first, to repay outstanding Base Rate Loans, and then to repay outstanding Eurodollar Rate Loans, with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. (ii) After the occurrence of an Event of Default and while the same is continuing, the Administrative Agent shall apply all payments in respect of any Obligations and any amounts received as a result of the exercise of remedies pursuant to Sections 11.12 and 14.5, in the following order: (Ai) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself CUSA for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified Borrower;, (Bii) second, to pay interest on and then the principal of the Loans then due and payable (in the order described hereinbelow), (iii) third, to pay all other Obligations of any Loan Party under any Loan Document then due and payable, ratably, and (iv) fourth, as the Borrower so designates. All such principal and interest payments in respect of the Loans shall be applied first to repay outstanding ABR Loans and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods (b) During the continuance of an Event of Default and after declaration thereof by written notice from the Administrative Agent to the Borrower, the Administrative Agent shall apply all payments in respect of any Loans, and the Collateral Agent shall deliver all proceeds of Collateral to the Administrative Agent for application, in the following order: (i) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than CUSA for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) second, to pay any fees, expense reimbursements or indemnities then due to the Administrative AgentAgents under any of the Loan Documents; (Ciii) third, to pay principal of and interest on Letter of Credit Obligations (or, to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral in respect of such Obligations); (D) fourth, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders and under any of the Co-AgentsLoan Documents; (Eiv) fifthfourth, to pay interest due in respect of the Loans, ratably, in accordance with the Lenders' respective Percentages; (Fv) sixthfifth, to the ratable payment or prepayment of principal outstanding on all Loans; and; (Gvi) seventhsixth, to the ratable payment of all other ObligationsObligations of the Loan Parties then outstanding under the Loan Documents. The order of priority set forth in this Section 4.2(b)(ii5.07(b) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, Agents and the Arrangers, the other Lenders and other Holders as among themselves. The order of priority set forth in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay from the proceeds of Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.1. (iv) Subject to Section 4.2(b)(v), the Administrative Agent shall promptly distribute to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender, or at such other address as a Lender or other Holder may request in writing, such funds as such Person may be entitled to receive, subject to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. (v) In the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.2, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loans.

Apportionment of Payments. (i) Subject to the provisions of Section 4.2(b)(v3.02(b)(ii) and (iv), (A) all payments of principal and interest in respect of outstanding Revolving Loans, and all payments in respect of Reimbursement Obligations and Acceptance Obligations, shall be allocated among such of the Lenders and Issuing Banks as are entitled thereto, in proportion to their respective Pro Rata Shares and (B) all payments of fees and all other payments in respect of any other Obligations, Obligation shall be allocated among such of the Lenders and Issuing Banks as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided hereinShares. Subject to the provisions of Section 4.2(b)(ii), all All such payments and any other proceeds of Collateral or other amounts received by the Administrative Agent from or for the benefit of the Borrower or any Qualified a Borrower shall be promptly applied in the following order: (A) first, to pay principal of and interest on any portion of the Loans made to such Borrower which the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender other than itself Lender, for which the Administrative Agent has not then been reimbursed by such Lender or such Borrower, second, to pay the outstanding Reimbursement Obligations and Acceptance Obligations owing to any Issuing Bank for which such Issuing Bank has not then been paid by such Borrower or such Qualified Borrower, (B) reimbursed by the Lenders, third, to pay all other Obligations of such Borrower then due and payable and and fourth, to the applicable Cash Collateral Account for such currency to be held as Cash Collateral in accordance with this Agreement. Except as set forth in Sections 3.01(a) and (Cb) as the Borrower so designates. Unless and unless otherwise designated by the BorrowerBorrowers, (A) all principal payments made by any Borrower in respect of Committed outstanding Swing Loans or Revolving Loans of such Borrower, as the case may be, shall be promptly applied first, to the outstanding Swing Loans of such Borrower and second, to the outstanding Revolving Loans of such Borrower, in each case, first, to repay outstanding Base Floating Rate Loans, and then to repay outstanding Eurodollar Fixed Rate Loans, Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest PeriodsPeriods (provided, that, so long as no Default or Event of Default shall have occurred and be continuing, such Borrower may, in lieu of having amounts applied to repay, in full or in part, a Fixed Rate Loan on a date which is not the last day of the applicable Interest Period, request that any amount to be so applied be deposited into such Borrower's Cash Collateral Account (or, in the case of Fixed Rate Loans denominated in an Optional Currency, a Cash Collateral Account for such currency) as Cash Collateral for application by the Administrative Agent to such Loan on the last day of such Interest Period). (ii) After the occurrence and during the continuance of an Event of Default and while the same is continuingDefault, the Administrative Agent may, and shall upon the acceleration of the Obligations pursuant to Section 11.02(a), apply all payments in respect of any Obligations and any all proceeds of Collateral (including, without limitation, all amounts received held as a result of Cash Collateral) to the exercise of remedies pursuant to Sections 11.12 and 14.5, Obligations in the following order:order (it being understood that the Administrative Agent shall have the right to convert, at a rate of exchange equal to the Spot Rate as of such conversion date and at the Borrowers' expense, any of such payments or proceeds of Collateral into the currency in which such Obligations are denominated): (A) first, to pay interest on and the principal of and interest on any portion of the Revolving Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified a Borrower; (B) second, to pay Obligations in respect interest on and then principal of any fees, expense reimbursements or indemnities then due to the Administrative AgentSwing Loan; (C) third, to pay principal Obligations in respect of and interest on Letter of Credit Obligations (orany expense reimbursements, indemnities or other liabilities then due to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral ("Administrative Agent's Obligations"), including, without limitation, liabilities in respect of such Obligations)foreign exchange services, cash management services and other related services provided to the Borrowers and its Affiliates by the Administrative Agent, in an aggregate amount of up to $15,000,000; (D) fourth, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders and the Co-AgentsIssuing Banks; (E) fifth, to pay interest due Obligations in respect of Loansany fees then due to the Administrative Agent, the Lenders and the Issuing Banks; (F) sixth, to pay interest due in respect of the ratable payment or prepayment of principal outstanding on Revolving Loans; and, Reimbursement Obligations and Acceptance Obligations; (G) seventh, to pay all outstanding Letter of Credit Obligations and Acceptance Obligations; (H) eighth, to pay or prepay principal outstanding on Revolving Loans and the Administrative Agent's Obligations in excess of $15,000,000; (I) ninth, to the extent such Obligations are contingent, provide Cash Collateral pursuant to Section 11.02(b) in respect of Letter of Credit Obligations and Acceptance Obligations; and (J) tenth, to the ratable payment of all other Obligations. The order ; provided, however, if sufficient funds are not available to fund all payments to be made in respect of priority set forth any of the Obligations described in this Section 4.2(b)(iiany of the foregoing clauses (A) and through (J), the related provisions available funds being applied with respect to any such Obligations referred to in any one of this Agreement are set forth solely such clauses (unless otherwise specified in such clause) shall be allocated to determine the rights and priorities payment of such Obligations ratably, based on the proportion of the Administrative Agent, 's and each Lender's or Issuing Bank's interest in the Arrangers, the other Lenders and other Holders as among themselves. The order of priority set forth aggregate outstanding Obligations described in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent of the Administrative Agentsuch clauses. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii3.02(b)(iii), may pay from the proceeds of Revolving Loans (which Loans may not have been requested by a Borrower pursuant to a Notice of Borrowing) made to the a Borrower hereunder, whether made following a request by the Borrower or any Qualified such Borrower pursuant to Sections 2.1 Section 2.01, 2.02, 2.03 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii)2.04, all amounts then due and payable by the any Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations, Acceptance Obligations and fees and all reimbursements for expenses pursuant to Section 14.213.04. The Each Borrower hereby irrevocably authorizes each Swing Loan Bank and the Lenders to make Loans, which Swing Loans shall be Base Rate Loansor Revolving Loans in the appropriate currency, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the any Borrower, reimbursing expenses pursuant to Section 14.2 13.04 and paying any and all other amounts due and payable by the any Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 2.01 and 2.02 as of the date of the aforementioned notice. The Administrative Agent shall request Swing Loans or Revolving Loans on behalf of the a Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission telex, telecopy, telegram or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the such Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the such Borrower’s 's behalf pursuant to this Section 4.2(b)(iii3.02(b)(iii). On the proposed Funding Date, the Lenders relevant Swing Loan Bank or Lenders, as the case may be, shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.12.01 or 2.02 (irrespective of the satisfaction of the conditions described in Section 5.02 or the requirement to deliver a Notice of Borrowing in Section 2.01(b), which conditions and requirements, for the purposes of the payment of Swing Loans and Revolving Loans at the request of the Administrative Agent as described in the preceding sentence, the Lenders irrevocably waive). (iv) Subject to Section 4.2(b)(v), the Administrative Agent shall promptly distribute to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender, or at such other address as a Lender or other Holder may request in writing, such funds as such Person may be entitled to receive, subject to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. (v) In the event that If any Lender fails to fund its Pro Rata Share of any Loan Borrowing requested by the a Borrower or any Qualified Borrower under which such Lender is obligated to fund under the terms of this Agreement hereof (the funded portion of such Loan Borrowing being hereinafter referred to as a “"Non Pro Rata Loan”"), excluding any such Lender who has delivered to the Administrative Agent written notice that one or more of the conditions precedent contained in Section 5.02 shall not on the date of such request be satisfied and until such conditions are satisfied, then until the earlier of such Defaulting Lender’s 's cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s 's share of all other Obligations pursuant to the terms of this Agreement hereof shall be advanced to the Borrower or the applicable Qualified Borrower requesting such Borrowing by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement contained herein to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v3.02(b)(iv) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c)Obligations; (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Revolving Loan at such time as an amount equal to such Lender’s 's original Pro Rata Share of the requested principal portion of such Revolving Loan is fully funded to the applicable Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v3.02(b)(iv), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified a Borrower to cure, in full or in part, any such Lender’s 's failure to fund its Pro Rata Share of any Loan Borrowing (“"Cure Loans”") shall bear interest from and after the date made available to the applicable Borrower at the Base Rate in effect from time rate applicable to time, the other Revolving Loans comprising such Borrowing and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; andRevolving Loans comprising such Borrowing for all purposes herein; (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.23.02, would be applied to the outstanding Base Rate Revolving Loans shall be applied first, ratably to all Base Rate Revolving Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Revolving Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Revolving Loans constituting Cure Loans; and (E) no Lender shall be relieved of any obligation such Lender may have to the Borrower under the terms of this Agreement as a result of the provisions of this Section 3.02(b)(iv).

Apportionment of Payments. (i) Subject to the provisions of Section 4.2(b)(vSections 3.02(b)(iii) and (v), all payments of principal and interest in respect of outstanding Swing Loans and Revolving Loans, all payments in respect of Reimbursement Obligations, as applicable, all payments of fees and all other payments in respect of any other Obligations, shall be allocated among such of the Lenders and Issuing Banks as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise thereto as provided herein. Subject to the provisions of Section 4.2(b)(ii), all All such payments and any other amounts received by the Administrative Funding Agent from or for the benefit of the Borrower or any Qualified Borrower shall be applied in to the following order: (A) Borrower's Obligations as follows: first to pay principal of and interest on any portion of any outstanding Swing Loans, second to pay principal of and interest on any portion of the Revolving Loans which the Administrative Funding Agent may have advanced on behalf of any Lender other than itself Scotiabank for which the Administrative Funding Agent has not then been reimbursed by such Lender or the Borrower, third, to pay principal of and interest on any Protective Advance for which the Collateral Agent has not then been paid by the Borrower or such Qualified Borrower, (B) reimbursed by the Lenders, fourth, to pay principal of and interest on all Revolving Loans which are Base Rate Loans constituting Non Pro Rata Loans, fifth, to pay all other Obligations then due and payable and (C) other than Base Rate Loans constituting Cure Loans, sixth, to pay principal of and interest on Base Rate Loans constituting Cure Loans, and seventh, as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of Committed Loans shall be applied to the outstanding Loans, first, to repay outstanding Base Rate Loans, and then to repay outstanding Eurodollar LIBO Rate Loans, Loans with those Eurodollar LIBO Rate Loans which have earlier expiring LIBO Rate Interest Periods being repaid prior to those which have later expiring LIBO Rate Interest Periods. (ii) Subject to the provisions of Sections 3.01(b)(iv) and 3.02(b)(iii) and (v), all payments of principal of outstanding Term Loans shall be applied as follows: (A) voluntary prepayments of Term Loans shall (I) be applied pro rata to all Term Loans of the Lenders of such type of Term Loans as designated by the Borrower in writing and (II) reduce the remaining scheduled amortization of such type of Terms Loans pro rata among the then remaining scheduled amortizations of such Loans and (B) mandatory payments of Term Loans shall (I) be applied pro rata among all then outstanding Term Loans and (II) reduce the remaining scheduled amortization payments of such Term Loans pro rata among all the outstanding Term Loans. (iii) After the occurrence of an Event of Default and while the same is continuing, the Administrative Funding Agent shall may, and at the direction of the Requisite Lenders shall, apply all payments in respect of any Obligations and any amounts received as a result of the exercise Borrower against, and the Collateral Agent may, and at the direction of remedies pursuant the Requisite Lenders shall, transfer to Sections 11.12 and 14.5the Funding Agent all proceeds of Collateral of the Borrower for application to, the Obligations of the Borrower in the following order: (A) first, to pay principal or interest on any portion of the Swing Loans of the Borrower; (B) second, to pay principal of and interest on any portion of the Revolving Loans of the Borrower which the Administrative Funding Agent may have advanced on behalf of any Lender other than itself Scotiabank for which the Administrative Funding Agent has not then been reimbursed by such Lender or the Borrower or any Qualified Borrower; (B) second, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Administrative Agent; (C) third, to pay principal of and interest on Letter of Credit Obligations (or, to any Protective Advance for which the extent such Obligations are contingent, deposited with Collateral Agent has not then been paid by the Administrative Agent to provide cash collateral in respect of such Obligations)Borrower or reimbursed by the Lenders; (D) fourth, to pay Obligations in respect of any fees, expense reimbursements or indemnities of the Borrower then due to the Lenders and the Co-Agents; (E) fifth, to pay interest due Obligations in respect of Loansany expense reimbursements or indemnities of the Borrower then due to the Lenders and the Issuing Banks; (F) sixth, to pay interest and fees due in respect of Loans of the ratable payment or prepayment Borrower to the extent not already paid pursuant to clause (B) of principal outstanding on Loans; andthis Section 3.02(b)(iii); (G) seventh, to pay or prepay (or, to the extent such Obligations are contingent, to deposit into the Cash Collateral Account pursuant to Section 11.02(b)) (1) principal outstanding on the Revolving Loans, (2) principal outstanding on the Term Loans, (3) the Reimbursement Obligations of the Borrower and all other Letter of Credit Obligations of the Borrower, (4) Hedging Obligations of the Borrower to which any of the Lenders or any Affiliate of any of the Lenders is a party and (5) Obligations in respect of cash management services provided to any Loan Party by any of the Lenders or any Affiliate of the Lenders; and (H) eighth, to the ratable payment of all other ObligationsObligations of the Borrower; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any of the Obligations described in any of the foregoing clauses (A) through (H), the available funds being applied with respect to any such Obligations (unless otherwise specified in such clause) shall be allocated to the payment of such Obligations ratably, based on the proportion of each Agent's, each Lender's or each Issuing Bank's interest in the aggregate outstanding Obligations described in such clauses. The order of priority application of funds set forth in this Section 4.2(b)(ii3.02(b)(iii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities application of funds among the Administrative AgentAgents, the ArrangersLenders, the other Lenders Issuing Banks and other Holders as among themselves. The order of priority set forth in clauses (CA) through (GH) of this Section 4.2(b)(ii3.02(b)(iii) may at any time and from time to time be changed by the agreement of the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a LenderLender or Issuing Bank, or any other Person. The ; provided that the priority listed in any of clauses (E) through (H) may not be changed with respect to clauses (A) through (D) and provided, further that the order of priority set forth in clauses (A) and through (BD) of this Section 4.2(b)(ii3.02(b)(iii) may be changed only with the prior written consent of the Administrative AgentAgents. (iiiiv) The Administrative Funding Agent, in its sole discretion discretion, subject only to the terms of this Section 4.2(b)(iii3.02(b)(iv), may pay from the proceeds of Revolving Loans (which Loans have not been requested by the Borrower pursuant to a Notice of Borrowing) made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections 2.1 Section 2.01 or 2.2 2.02 or a deemed request as provided in this Section 4.2(b)(iii3.02(b)(iv), all amounts then due and payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.113. (iv) Subject to Section 4.2(b)(v), the Administrative Agent shall promptly distribute to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender, or at such other address as a Lender or other Holder may request in writing, such funds as such Person may be entitled to receive, subject to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. (v) In the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.2, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loans.

Apportionment of Payments. (ia) Subject to the provisions of Section 4.2(b)(v2.03 and Section 4.07(b), all payments of principal and interest in respect of outstanding Loans, all payments in respect of Reimbursement Obligations, all payments of fees and all other payments in respect of any other ObligationsObligations hereunder, shall be allocated among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares ratably or otherwise as expressly provided herein. Subject Except as provided in Section 4.07(b) with respect to payments and proceeds of Collateral received after the provisions occurrence of Section 4.2(b)(ii)an Event of Default, all such payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower or any Qualified Borrower shall be applied in the following order:applied (A) to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or such Qualified Borrower, (B) to pay all other Obligations then due and payable and (C) as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of Committed Loans shall be applied first, to repay outstanding Base Rate Loans, and then to repay outstanding Eurodollar Rate Loans, with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. (ii) After the occurrence of an Event of Default and while the same is continuing, the Administrative Agent shall apply all payments in respect of any Obligations and any amounts received as a result of the exercise of remedies pursuant to Sections 11.12 and 14.5, in the following order: (Ai) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself CUSA for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified Borrower;, (Bii) second, to pay interest on the Facility A Loans and the interest on the Facility B Loans, and then the principal of the Facility A Loans and the principal of the Facility B Loans, in each case, then due and payable (in the order described hereinbelow), (iii) third, to pay all other Obligations of any Loan Party under any Loan Document then due and payable, ratably, and (iv) fourth, as the Borrower so designates. All amounts applied in respect of Facility A Loans shall be deemed to be applied first to Facility A Revolving Loans (and shall permanently reduce on a ratable basis the Facility A Revolving Commitment of each Lender) or any Facility A Loans following the Conversion Date that re-evidence such Facility A Revolving Loans, and thereafter all other Facility A Loans. All such principal and interest payments in respect of the Loans shall be applied first to repay outstanding ABR Loans and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods (b) During the continuance of an Event of Default and after declaration thereof by written notice from the Administrative Agent to the Borrower, the Administrative Agent shall apply all payments in respect of any Loans, and the Collateral Agent shall deliver all proceeds of Collateral to the Administrative Agent for application, in the following order: (i) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than CUSA for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) second, to pay any fees, expense reimbursements or indemnities then due to the Administrative AgentAgents under any of the Loan Documents; (Ciii) third, to pay principal of and interest on Letter of Credit Obligations (or, to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral in respect of such Obligations); (D) fourth, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders and under any of the Co-AgentsLoan Documents; (Eiv) fifthfourth, to pay interest due in respect of the Facility A Loans and the interest in respect of the Facility B Loans, in each case, ratably, in accordance with the Lenders' respective Percentages; (Fv) sixthfifth, to the ratable payment or prepayment of principal outstanding on all Facility A Loans and then on all Facility B Loans; and; (Gvi) seventhsixth, to the ratable payment of all other ObligationsObligations of the Loan Parties then outstanding under the Loan Documents. Notwithstanding the foregoing, if the obligations under the Enterprises 2003 Credit Agreement shall not have been paid in full, the Collateral Agent shall apply the proceeds of any voluntary sale of Collateral (other than Collateral in respect of which the Collateral Agent and/or the Administrative Agent shall have a prior security interest on behalf of the Lenders hereunder) as contemplated by the Enterprises 2003 Credit Agreement unless an "Event of Default" under (and as defined in) the AIG Pledge Agreement arising from the non-compliance with the terms of Section 4.5 of the AIG Pledge Agreement has occurred and is continuing, or would result from the transaction giving rise to such proceeds. The order of priority set forth in this Section 4.2(b)(ii4.07(b) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, Agents and the Arrangers, the other Lenders and other Holders as among themselves. The order of priority set forth in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay from the proceeds of Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.1. (iv) Subject to Section 4.2(b)(v), the Administrative Agent shall promptly distribute to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender, or at such other address as a Lender or other Holder may request in writing, such funds as such Person may be entitled to receive, subject to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. (v) In the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.2, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loans.

Apportionment of Payments. (i) Subject to the provisions of Section 4.2(b)(vSECTION 4.01 and SECTION 4.02(b)(v), all payments of principal and interest in respect of outstanding Loans, all payments in respect of Reimbursement Obligations, all payments of fees and all other payments in respect of any other Obligations, shall be allocated among such of the Lenders and Issuing Banks as are entitled thereto, in proportion to their respective Pro Rata Shares Shares, Term Loan Pro Rata Shares, Revolving Loan Pro Rata Shares, or otherwise as provided herein. Subject Except as provided in SECTION 4.02(b)(ii) with respect to payments and proceeds of Collateral received after the provisions occurrence of Section 4.2(b)(ii)an Event of Default, all such payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower or any Qualified Borrower shall be applied in the following orderapplied: (A) FIRST, to pay principal of and interest on any portion of the Revolving Loans and Loans made under the Acquisition Subfacility which the Administrative Agent may have advanced on behalf of any Revolving Lender other than itself Citicorp for which the Administrative Agent has not then been reimbursed by such Revolving Lender or the Borrower or such Qualified Borrower, (B) SECOND, to pay principal of and interest on any Protective Advance for which the Agent or Revolving Lenders have not then been reimbursed by the Borrower, (C) THIRD, to pay the principal of the Term Loans, Loans made under the Acquisition Subfacility, and Revolving Loans then due and payable in the order described hereinbelow and interest on such Loans then due and payable, ratably, based on the then outstanding balances of such Loans, (D) FOURTH, to pay all other Obligations then due and payable payable, ratably, and (CE) FIFTH, as the Borrower so designates. Unless otherwise designated by the Borrower, all All payments of principal payments and interest in respect of Committed Loans pursuant to CLAUSE (C) shall be applied firstFIRST, to repay outstanding Base Rate Loansthe Term Loans (to installments and accrued interest thereon then due and payable, ratably, in accordance with the Term Lenders' respective Term Loan Pro Rata Shares), SECOND, to the Loans made under the Acquisition Subfacility (to installments and accrued interest thereon then due and payable, ratably, in accordance with the Revolving Lenders' respective Revolving Loan Pro Rata Shares), and then to repay outstanding Eurodollar Rate LoansTHIRD, Revolving Loans and accrued interest thereon ratably, in accordance with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periodsthe Revolving Lenders' respective Revolving Loan Pro Rata Shares. (ii) After the occurrence of an Event of Default and while the same is continuing, the Administrative Agent shall apply all payments in respect of any Obligations and any amounts received as a result all proceeds of the exercise of remedies pursuant to Sections 11.12 and 14.5, Collateral in the following order: (A) firstFIRST, to pay principal of and interest on any portion of the Revolving Loans and Loans made under the Acquisition Subfacility which the Administrative Agent may have advanced on behalf of any Revolving Lender other than itself Citicorp for which the Administrative Agent has not then been reimbursed by such Revolving Lender or the Borrower or any Qualified Borrower; (B) secondSECOND, to pay principal of and interest on any Protective Advance for which the Agent or Revolving Lenders have not then been reimbursed by the Borrower; (C) THIRD, to pay Obligations in respect of any feesfees then due to the Agent, Lenders and Issuing Banks and any expense reimbursements or indemnities then due to the Administrative Agent; (CD) thirdFOURTH, to pay principal of and interest on Letter of Credit Obligations (or, to the extent such Obligations are contingent, deposited with in the Administrative Agent Cash Collateral Account to provide cash collateral Cash Collateral in respect of such Obligations); (DE) fourthFIFTH, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders and the Co-AgentsIssuing Banks; (EF) fifthSIXTH, to pay interest due in respect of the Loans, ratably, in accordance with the Lenders' respective Pro Rata Shares; (FG) sixthSEVENTH, to the ratable payment or prepayment of principal outstanding on Loansall Loans with application to installments on the Term Loans and Loans made under the Acquisition Subfacility in the inverse order of maturity; (H) EIGHTH, to the ratable payment of Hedge Agreements to which any of the Lenders or any Affiliate of any of the Lenders is a party; and (GI) seventhNINTH, to the ratable payment of all other Obligations. The order of priority set forth in this Section 4.2(b)(iiSECTION 4.02(b) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the ArrangersLenders, the other Lenders Issuing Banks and other Holders as among themselves. The order of priority set forth in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iiiSECTION 4.02(b)(iii), may pay from the proceeds of Revolving Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections 2.1 SECTION 2.02 or 2.2 or a deemed request as provided in this Section 4.2(b)(iiiSECTION 4.02(b)(iii), all amounts payable by the Borrower hereunderhereunder when due, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.1SECTION 15. (iv) Subject to Section 4.2(b)(v), the Administrative Agent shall promptly distribute to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender, or at such other address as a Lender or other Holder may request in writing, such funds as such Person may be entitled to receive, subject to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. (v) In the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.2, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loans.

Apportionment of Payments. (i) Subject to Section 2.02 hereof and to any written agreement among the provisions of Section 4.2(b)(v), all Agents and/or the Senior Lenders: (a) All payments of principal and interest in respect of outstanding Senior Loans, all payments in respect of the Reimbursement Obligations, all payments of fees with respect to the Senior Obligations (other than the fees set forth in Section 2.06 hereof to the extent set forth in a written agreement among the Agents and the Senior Lenders, 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 (including all proceeds of the Collateral received by either of the Agents) in respect of any other Senior Obligations, shall be allocated by the Administrative Agent among such of the Senior Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein. Subject to the provisions herein or, in respect of Section 4.2(b)(ii)payments not made on account of Senior Loans or Letter of Credit Obligations, all such payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower or any Qualified Borrower shall be applied in the following order: (A) to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or such Qualified Borrower, (B) to pay all other Obligations then due and payable and (C) as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of Committed Loans shall be applied first, to repay outstanding Base Rate Loans, and then to repay outstanding Eurodollar Rate Loans, with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest PeriodsPerson making payment when the payment is made. (iib) 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 and while the same is continuingDefault, the Administrative Agent shall 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 any amounts received as a result all proceeds of the exercise Collateral, subject to the provisions of remedies pursuant to Sections 11.12 and 14.5this Agreement, in the following order: (Ai) first, ratably to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified Borrower; (B) second, to pay Senior 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 to the Agents or the L/C Issuer until paid in full; (ii) second, ratably to pay the Revolving Loan Obligations in respect of any fees (including Letter of Credit Fees), expense reimbursements or and indemnities then due to the Administrative Agent; Revolving Loan Lenders until paid in full; (Ciii) third, ratably to pay interest due in respect of the Agent Advances until paid in full; (iv) fourth, ratably to pay principal of the Agent Advances until paid in full; (v) fifth, ratably to pay interest due in respect of the Revolving Loans and interest on 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 Senior Obligations are contingent, deposited with the Administrative Agent to provide cash collateral in respect an amount up to 110% of such Senior Obligations); ) then due and payable until paid in full; (Dvii) fourthseventh, ratably to pay the Term Loan A Obligations in respect of any fees, expense reimbursements or and indemnities then due to the Term Loan A Lenders and the Co-Agents; until paid in full; (Eviii) fiftheighth, ratably to pay interest due in respect of Loans; the Term Loan A until paid in full; (Fix) sixthninth, ratably to pay principal of the Term Loan A then due and payable until paid in full; (x) tenth, ratably to pay the Term Loan B Obligations in respect of any fees, expense reimbursements and indemnities then due to the ratable payment or prepayment Term Loan B Lenders until paid in full; (xi) eleventh, ratably to pay interest due in respect to the Term Loan B until paid in full; (xii) twelfth, ratably to pay principal of the Term Loan B then due and payable until paid in full; (xiii) thirteenth, ratably to pay the Term Loan C Obligations in respect of any fees, expense reimbursements and indemnities then due to the Term Loan C Lenders until paid in full; (xiv) fourteenth, ratably to pay interest due in respect to the Term Loan C until paid in full; (xv) fifteenth, ratably to pay principal outstanding on Loansof the Term Loan C until paid in full; and (Gxvi) seventhsixteenth, to the ratable payment of all other Obligations. The order of priority set forth in this Section 4.2(b)(ii) Senior Obligations then due and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Arrangers, the other Lenders and other Holders as among themselves. The order of priority set forth in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) payable; and (Bxvii) of this Section 4.2(b)(ii) may be changed only with seventeenth, ratably to pay the prior written consent of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay from the proceeds of Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Subordinated Obligations and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.1. (iv) Subject to Section 4.2(b)(v), the Administrative Agent shall promptly distribute to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender, or at such other address as a Lender or other Holder may request in writing, such funds as such Person may be entitled to receive, subject to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in Prepayment Premium) then due and payable. Notwithstanding anything to the nature of interpleader) in contrary, the event of any doubt or dispute as Prepayment Premium shall not be paid to any apportionment or distribution contemplated herebySenior Lender until all other Senior Obligations have been paid in full. (vc) In the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to each instance, so long as a “Non Pro Rata Loan”), until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an 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 Administrative Borrower to the Administrative Agent to be for the payment of specific Senior Obligations then due and payable under any provision of this Agreement or the prepayment of all or part of the principal of the Senior Loans in accordance with the terms and conditions of Section 2.05. (d) For purposes of Section 4.04(b), "paid in full" means payment of all amounts owing under the Loan Documents, including fees, interest, default interest, interest on interest, expense reimbursements and indemnities, specifically including in each case any of the foregoing which would accrue after the commencement of any Insolvency Proceeding irrespective of whether a claim is allowable in 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 A then due and payable until paid in full; (B) second, ratably to pay interest due in respect of the Term Loan A until paid in full; (C) third, ratably to pay the Term Loan A Obligations in respect of any fees, expense reimbursements and indemnities then due to the Term Loan A Lenders until paid in full; (D) fourth, ratably to pay principal of the Term Loan B then due and payable until paid in full; (E) fifth, ratably to pay interest due in respect to the Term Loan B until paid in full; (F) sixth, ratably to pay the Term Loan B Obligations in respect of any fees, expense reimbursements and indemnities then due to the Term Loan B Lenders until paid in full; (G) seventh, ratably to pay the Senior 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) eighth, 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) ninth, ratably to pay interest due in respect of the Agent Advances until paid in full; (J) tenth, ratably to pay principal of the Agent Advances until paid in full; (K) eleventh, ratably to pay interest due in respect of the Revolving Loans and Reimbursement 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 Senior Obligations are contingent, to provide cash collateral in an amount up to 110% of such Senior Obligations) then due and payable until paid in full; (M) thirteenth, ratably to pay the Term Loan C Obligations in respect of any fees, expense reimbursements and indemnities then due to the Term Loan C Lenders until paid in full; (N) fourteenth, ratably to pay interest due in respect to the Term Loan C until paid in full; (O) fifteenth, ratably to pay principal of the Term Loan C until paid in full; (P) sixteenth, to the ratable payment of all other Senior Obligations then due and payable (including, without limitation, the Prepayment Premium); and (Q) seventeenth, ratably to pay the Subordinated Obligations then due and payable, and (ii) the proceeds from the from the Disposition of the Capital Stock or assets of any Axis Entity shall be applied to the Obligations in the following order of priority: (A) the first $5,000,000 less the aggregate amount of any mandatory prepayments made to the Term Loan A Obligations prior to such date pursuant to Section 2.05(d)(ii) to (x) first, ratably to pay principal of the Term Loan A then due and payable until paid in full; (y) second, ratably to pay interest due in respect of the Term Loan A until paid in full; and (z) third, ratably to pay the Term Loan A Obligations in respect of any fees, expense reimbursements and indemnities then due to the Term Loan A Lenders until paid in full; and (B) the remainder to (v) first, 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; (w) second, ratably to pay interest due in respect of the Agent Advances until paid in full; (x) third, ratably to pay principal of the Agent Advances until paid in full; (y) fourth, ratably to pay interest due in respect of the Revolving Loans and Reimbursement Obligations until paid in full; and (z) fifth, ratably to pay principal of the Revolving Loans and Letter of Credit Obligations (or, to the extent such Senior Obligations are contingent, to provide cash collateral in an amount up to 110% of such Senior Obligations) then due and payable until paid in full. (f) Prior to the Senior Facility Termination Date, except with respect to regularly scheduled interest payments, payment of any fees, expense reimbursements and indemnities made, in each case, when no Event of Default has occurred and is continuing, and notwithstanding the instructions payments described in Sections 2.05(d)(iii), 2.05(d)(iv), 2.05(d)(vi) and 4.04(b), no payments shall be made to the Subordinated Term Loan D Lenders. (g) In the event of a direct conflict between the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms priority provisions of this Section 4.24.04 and other provisions contained in any other Loan Document, would it is the intention of the parties hereto that both such priority provisions in such documents shall be applied read together and construed, to the outstanding Base Rate Loans 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 be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loanscontrol and govern.

Apportionment of Payments. (i) Subject to the provisions of Section 4.2(b)(v3.02(b)(ii) and (iv), (A) all payments of principal and interest in respect of outstanding Revolving Loans, and all payments in respect of Reimbursement Xxxx- bursement Obligations and Acceptance Obligations, shall be allocated among such of the Lenders and Issuing Banks as are entitled thereto, in proportion to their respective Pro Rata Shares and (B) all payments of fees and all other payments in respect of any other Obligations, Obligation shall be allocated among such of the Lenders and Issuing Banks as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided hereinShares. Subject to the provisions of Section 4.2(b)(ii), all All such payments and any other proceeds of Collateral or other amounts received by the Administrative Agent from or for the benefit of the Borrower or any Qualified a Borrower shall be applied in the following order: (A) first, to pay principal of and interest on any portion of the Loans made to such Borrower which the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender other than itself Lender, for which the Administrative Agent has not then been reimbursed by such Lender or such Borrower, second, to pay the outstanding Reimbursement Obligations and Acceptance Obligations owing to any Issuing Bank for which such Issuing Bank has not then been paid by such Borrower or such Qualified Borrower, (B) reimbursed by the Lenders, third, to pay all other Obligations of such Borrower then due and payable and and fourth, to the applicable Cash Collateral Account for such currency to be held as Cash Collateral in accordance with this Agreement. Except as set forth in Sections 3.01(a) and (Cb) as the Borrower so designates. Unless and unless otherwise designated by the BorrowerBorrowers, (A) all principal payments made by any Borrower in respect of Committed outstanding Swing Loans or Revolving Loans of such Borrower, as the case may be, shall be applied first, to the outstanding Swing Loans of such Borrower and second, to the outstanding Revolving Loans of such Borrower, in each case, first, to repay outstanding Base Floating Rate Loans, and then to repay outstanding Eurodollar Fixed Rate Loans, Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest PeriodsPeriods (provided, that, so long as no Default or Event of Default shall have occurred and be continuing, such Borrower may, in lieu of having amounts applied to repay, in full or in part, a Fixed Rate Loan on a date which is not the last day of the applicable Interest Period, request that any amount to be so applied be deposited into such Borrower's Cash Collateral Account (or, in the case of Fixed Rate Loans denominated in an Optional Currency, a Cash Collateral Account for such currency) as Cash Collateral for application by the Administrative Agent to such Loan on the last day of such Interest Period). (ii) After the occurrence and during the continuance of an Event of Default and while the same is continuingDefault, the Administrative Agent may, and shall upon the acceleration of the Obligations pursuant to Section 11.02(a), apply all payments in respect of any Obligations and any all proceeds of Collateral (including, without limitation, all amounts received held as a result of Cash Collateral) to the exercise of remedies pursuant to Sections 11.12 and 14.5, Obligations in the following order:order (it being understood that the Administrative Agent shall have the right to convert, at a rate of exchange equal to the Spot Rate as of such conversion date and at the Borrowers' expense, any of such payments or proceeds of Collateral into the currency in which such Obligations are denominated): (A) first, to pay interest on and the principal of and interest on any portion of the Revolving Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified a Borrower; (B) second, to pay Obligations in respect interest on and then principal of any fees, expense reimbursements or indemnities then due to the Administrative AgentSwing Loan; (C) third, to pay principal Obligations in respect of and interest on Letter of Credit Obligations (orany expense reimbursements, indemnities or other liabilities then due to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral ("Administrative Agent's Obligations"), including, without limitation, liabilities in respect of such Obligations)foreign exchange services, cash management services and other related services provided to the Borrowers and its Affiliates by the Administrative Agent, in an aggregate amount of up to $15,000,000; (D) fourth, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders and the Co-AgentsIssuing Banks; (E) fifth, to pay interest due Obligations in respect of Loansany fees then due to the Administrative Agent, the Lenders and the Issuing Banks; (F) sixth, to pay interest due in respect of the ratable payment or prepayment of principal outstanding on Revolving Loans; and, Reimbursement Obligations and Acceptance Obligations; (G) seventh, to pay all outstanding Letter of Credit Obligations and Acceptance Obligations; (H) eighth, to pay or prepay principal outstanding on Revolving Loans and the Administrative Agent's Obligations in excess of $15,000,000; (I) ninth, to the extent such Obligations are contingent, provide Cash Collateral pursuant to Section 11.02(b) in respect of Letter of Credit Obligations and Acceptance Obligations; and (J) tenth, to the ratable payment of all other Obligations. The order ; provided, however, if sufficient funds are not available to fund all payments to be made in respect of priority set forth any of the Obligations described in this Section 4.2(b)(iiany of the foregoing clauses (A) and through (J), the related provisions available funds being applied with respect to any such Obligations referred to in any one of this Agreement are set forth solely such clauses (unless otherwise specified in such clause) shall be allocated to determine the rights and priorities payment of such Obligations ratably, based on the proportion of the Administrative Agent, 's and each Lender's or Issuing Bank's interest in the Arrangers, the other Lenders and other Holders as among themselves. The order of priority set forth aggregate outstanding Obligations described in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent of the Administrative Agentsuch clauses. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii3.02(b)(iii), may pay from the proceeds of Revolving Loans (which Loans may not have been requested by a Borrower pursuant to a Notice of Borrowing) made to the a Borrower hereunder, whether made following a request by the Borrower or any Qualified such Borrower pursuant to Sections 2.1 Section 2.01, 2.02, 2.03 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii)2.04, all amounts then due and payable by the any Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations, Acceptance Obligations and fees and all reimbursements for expenses pursuant to Section 14.213.04. The Each Borrower hereby irrevocably authorizes each Swing Loan Bank and the Lenders to make Loans, which Swing Loans shall be Base Rate Loansor Revolving Loans in the appropriate currency, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the any Borrower, reimbursing expenses pursuant to Section 14.2 13.04 and paying any and all other amounts due and payable by the any Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 2.01 and 2.02 as of the date of the aforementioned notice. The Administrative Agent shall request Swing Loans or Revolving Loans on behalf of the a Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission telex, telecopy, telegram or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the such Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the such Borrower’s 's behalf pursuant to this Section 4.2(b)(iii3.02(b)(iii). On the proposed Funding Date, the Lenders relevant Swing Loan Bank or Lenders, as the case may be, shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.12.01 or 2.02 (irrespective of the satisfaction of the conditions described in Section 5.02 or the requirement to deliver a Notice of Borrowing in Section 2.01(b), which conditions and requirements, for the purposes of the payment of Swing Loans and Revolving Loans at the request of the Administrative Agent as described in the preceding sentence, the Lenders irrevocably waive). (iv) Subject to Section 4.2(b)(v), the Administrative Agent shall promptly distribute to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender, or at such other address as a Lender or other Holder may request in writing, such funds as such Person may be entitled to receive, subject to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. (v) In the event that If any Lender fails to fund its Pro Rata Share of any Loan Borrowing requested by the a Borrower or any Qualified Borrower under which such Lender is obligated to fund under the terms of this Agreement hereof (the funded portion of such Loan Borrowing being hereinafter referred to as a “"Non Pro Rata Loan”"), excluding any such Lender who has delivered to the Administrative Agent written notice that one or more of the conditions precedent contained in Section 5.02 shall not on the date of such request be satisfied and until such conditions are satisfied, then until the earlier of such Defaulting Lender’s 's cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s 's share of all other Obligations pursuant to the terms of this Agreement hereof shall be advanced to the Borrower or the applicable Qualified Borrower requesting such Borrowing by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement contained herein to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v3.02(b)(iv) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c)Obligations; (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Revolving Loan at such time as an amount equal to such Lender’s 's original Pro Rata Share of the requested principal portion of such Revolving Loan is fully funded to the applicable Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v3.02(b)(iv), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified a Borrower to cure, in full or in part, any such Lender’s 's failure to fund its Pro Rata Share of any Loan Borrowing (“"Cure Loans”") shall bear interest from and after the date made available to the applicable Borrower at the Base Rate in effect from time rate applicable to time, the other Revolving Loans comprising such Borrowing and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; andRevolving Loans comprising such Borrowing for all purposes herein; (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.23.02, would be applied to the outstanding Base Rate Revolving Loans shall be applied first, ratably to all Base Rate Revolving Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Revolving Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Revolving Loans constituting Cure Loans; and (E) no Lender shall be relieved of any obligation such Lender may have to the Borrower under the terms of this Agreement as a result of the provisions of this Section 3.02(b)(iv).

Apportionment of Payments. (i) Subject to the provisions of Section 4.2(b)(v), all payments of principal and interest in respect of outstanding Loans, all payments in respect of Reimbursement Obligations, all payments of fees and all other payments in respect of any other Obligations, shall be allocated among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein. Subject to the provisions of Section 4.2(b)(ii), all such payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower or any Qualified Borrower and RMOP shall be applied in the following order: (A) to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself Chase for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or such Qualified BorrowerRMOP, as the case may be, (B) to pay all other Obligations then due and payable payable, and (C) as the Borrower or RMOP so designates. Unless otherwise designated by the BorrowerBorrower or RMOP, all principal payments in respect of Committed its Loans shall be applied first, to repay its outstanding Base Rate Loans, and then to repay its outstanding Eurodollar Rate Loans, Loans with those Eurodollar Rate Loans which have earlier expiring Eurodollar Interest Periods being repaid prior to those which have later expiring Eurodollar Interest Periods. (ii) After the occurrence of an Event of Default and while the same is continuingcontinuing which results in an acceleration of the Obligations in accordance with Section 11.2, the Administrative Agent shall apply all payments in respect of any Obligations and any amounts received as a result of the exercise of remedies pursuant to Sections 11.12 and 14.5, in the following order: (A) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself Chase for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified BorrowerRMOP, as the case may be; (B) second, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Administrative Agent; (C) third, to pay principal of and interest on Letter of Credit Obligations (or, to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral in respect of such Obligations); (D) fourth, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders and the Co-AgentsLenders; (ED) fifthfourth, to pay interest due in respect of Loans; (FE) sixthfifth, to the ratable payment or prepayment of principal outstanding on Loans; and (GF) seventhsixth, to the ratable payment of all other Obligations. The order of priority set forth in this Section 4.2(b)(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Arrangers, Agent and the other Lenders and other Holders as among themselves. The order of priority set forth in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay from the proceeds of Loans made to the Borrower or RMOP hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections Section 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower and RMOP hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees fees; provided that in the case of RMOP any such payment by the Administrative Agent for Loans requested on behalf of or deemed requested on behalf of RMOP shall not exceed, and all reimbursements for expenses pursuant to Section 14.2shall only be applied to, the amounts payable hereunder in respect of the RMOP Obligations. The Borrower and RMOP (subject to the proviso of the immediately preceding sentence) hereby irrevocably authorizes authorize the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the NotesRMOP, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower or RMOP as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s 's or RMOP's behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.1. (iv) Subject to Section 4.2(b)(v), the Administrative Agent shall promptly distribute to each the Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender, or at such other address as a Lender or other Holder may request in writing, such funds as such Person may be entitled to receive, subject to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. (v) In the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower on its behalf or any Qualified Borrower on behalf of RMOP which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “"Non Pro Rata Loan”"), until the earlier of such Defaulting Lender’s 's cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower RMOP and otherwise required to be applied to such Defaulting Lender’s 's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower RMOP by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s 's original Pro Rata Share of the requested principal portion of such Loan is fully funded to the BorrowerBorrower or RMOP, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower RMOP to cure, in full or in part, any such Lender’s 's failure to fund its Pro Rata Share of any Loan (“"Cure Loans”") shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.2, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loans.

Apportionment of Payments. (ia) Subject to the provisions of Section 4.2(b)(v2.03 and Section 5.07(b), all payments of principal and interest in respect of outstanding Loans, all payments in respect of Reimbursement Obligations, all payments of fees and all other payments in respect of any other ObligationsObligations hereunder, shall be allocated among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares ratably or otherwise as expressly provided herein. Subject Except as provided in Section 5.07(b) with respect to payments and proceeds of Collateral received after the provisions occurrence of Section 4.2(b)(ii)an Event of Default, all such payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower or any Qualified Borrower shall be applied in the following order:applied (A) to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or such Qualified Borrower, (B) to pay all other Obligations then due and payable and (C) as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of Committed Loans shall be applied first, to repay outstanding Base Rate Loans, and then to repay outstanding Eurodollar Rate Loans, with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. (ii) After the occurrence of an Event of Default and while the same is continuing, the Administrative Agent shall apply all payments in respect of any Obligations and any amounts received as a result of the exercise of remedies pursuant to Sections 11.12 and 14.5, in the following order: (Ai) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself Barclays for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified Borrower;, (Bii) second, to pay interest on and then the principal of the Loans then due and payable (in the order described hereinbelow), (iii) third, to pay all other Obligations of any Loan Party under any Loan Document then due and payable, ratably, and (iv) fourth, as the Borrower so designates. All such principal and interest payments in respect of the Loans shall be applied first to repay outstanding ABR Loans and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods (b) During the continuance of an Event of Default and after declaration thereof by written notice from the Administrative Agent to the Borrower, the Administrative Agent shall apply all payments in respect of any Loans, and the Collateral Agent shall deliver all proceeds of Collateral to the Administrative Agent for application, in the following order: (i) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than Barclays for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) second, to pay any fees, expense reimbursements or indemnities then due to the Administrative AgentAgents under any of the Loan Documents; (Ciii) third, to pay principal of and interest on Letter of Credit Obligations (or, to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral in respect of such Obligations); (D) fourth, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders and under any of the Co-AgentsLoan Documents; (Eiv) fifthfourth, to pay interest due in respect of the Loans, ratably, in accordance with the Lenders' respective Percentages; (Fv) sixthfifth, to the ratable payment or prepayment of principal outstanding on all Loans; and; (Gvi) seventhsixth, to the ratable payment of all other ObligationsObligations of the Loan Parties then outstanding under the Loan Documents. Notwithstanding the foregoing, if the obligations under the Enterprises Credit Agreement shall not have been paid in full, the Collateral Agent shall apply the proceeds of all Collateral (other than Collateral in respect of which the Collateral Agent shall have a prior security interest on behalf of the Lenders hereunder and under the Three Year Facility) as contemplated by the Enterprises Credit Agreement. The order of priority set forth in this Section 4.2(b)(ii5.07(b) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, Agents and the Arrangers, the other Lenders and other Holders as among themselves. The order of priority set forth in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay from the proceeds of Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.1. (iv) Subject to Section 4.2(b)(v), the Administrative Agent shall promptly distribute to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender, or at such other address as a Lender or other Holder may request in writing, such funds as such Person may be entitled to receive, subject to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. (v) In the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.2, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loans.

Apportionment of Payments. (ia) Subject to the provisions of Section 4.2(b)(v2.03 and Section 4.07(b), all payments of principal and interest in respect of outstanding Loans, all payments in respect of Reimbursement Obligations, all payments of fees and all other payments in respect of any other ObligationsObligations hereunder, shall be allocated among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares ratably or otherwise as expressly provided herein. Subject Except as provided in Section 4.07(b) with respect to payments and proceeds of Collateral received after the provisions occurrence of Section 4.2(b)(ii)an Event of Default, all such payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower or any Qualified Borrower shall be applied in the following order:applied (A) to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or such Qualified Borrower, (B) to pay all other Obligations then due and payable and (C) as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of Committed Loans shall be applied first, to repay outstanding Base Rate Loans, and then to repay outstanding Eurodollar Rate Loans, with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. (ii) After the occurrence of an Event of Default and while the same is continuing, the Administrative Agent shall apply all payments in respect of any Obligations and any amounts received as a result of the exercise of remedies pursuant to Sections 11.12 and 14.5, in the following order: (Ai) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself CUSA for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified Borrower;, (Bii) second, to pay interest on the Loans and then the principal of the Loans, in each case, then due and payable (in the order described hereinbelow), (iii) third, to pay all other Obligations of any Loan Party under any Loan Document then due and payable, ratably, and (iv) fourth, as the Borrower so designates. All such principal and interest payments in respect of the Loans shall be applied first to repay outstanding ABR Loans and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods (b) During the continuance of an Event of Default and after declaration thereof by written notice from the Administrative Agent to the Borrower, the Administrative Agent shall apply all payments in respect of any Loans, and the Collateral Agent shall deliver all proceeds of Collateral to the Administrative Agent for application, in the following order: (i) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than CUSA for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) second, to pay any fees, expense reimbursements or indemnities then due to the Administrative AgentAgents under any of the Loan Documents; (Ciii) third, to pay principal of and interest on Letter of Credit Obligations (or, to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral in respect of such Obligations); (D) fourth, to pay Obligations in respect of ratably any fees, expense reimbursements or indemnities then due to the Lenders and under any of the Co-AgentsLoan Documents; (Eiv) fifthfourth, to pay interest due in respect of Loansthe Loans ratably in accordance with the Lenders' respective Percentages; (Fv) sixthfifth, to the ratable payment or prepayment of principal outstanding on all Loans; and; (Gvi) seventhsixth, to the ratable payment of all other ObligationsObligations of the Loan Parties then outstanding under the Loan Documents. Notwithstanding the foregoing, the Collateral Agent shall apply the proceeds of any voluntary sale of Collateral that is subject to a Lien pursuant to the AIG Pledge Agreement to prepay the obligations under (and in accordance with the terms of) the CMS Energy Credit Agreement if an "Event of Default" under (and as defined in) the AIG Pledge Agreement arising from the noncompliance with the terms of Section 4.5 of the AIG Pledge Agreement has occurred and is continuing, or would result from the transaction giving rise to such proceeds. If proceeds of Collateral shall be insufficient to pay in full all of the Combined Obligations then due and payable, then such proceeds of Collateral shall be applied to the payment ratably (without priority of any one over any other) of the Combined Obligations in proportion to the unpaid principal amount of the Loans hereunder and the "Loans" under (and as defined in) the Enterprises 2003-A Credit Agreement. The order of priority set forth in this Section 4.2(b)(ii4.07(b) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, Agents and the Arrangers, the other Lenders and other Holders as among themselves. The order of priority set forth in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay from the proceeds of Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.1. (iv) Subject to Section 4.2(b)(v), the Administrative Agent shall promptly distribute to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender, or at such other address as a Lender or other Holder may request in writing, such funds as such Person may be entitled to receive, subject to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. (v) In the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.2, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loans.

Apportionment of Payments. (i) Subject to the provisions of Section 4.2(b)(v4.01 and Section 4.02(b)(v), all payments of principal and interest in respect of Loans outstanding Loansto a respective Borrower, all payments in respect of Reimbursement ObligationsObligations of such Borrower, all payments of fees and all other payments in respect of any other ObligationsObligations of such Borrower, shall be allocated among such of the Lenders and Issuing Banks as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein. Subject Except as provided in Section 4.02(b)(ii) with respect to payments by or for the provisions benefit of a respective Borrower and proceeds of Collateral for such respective Borrower's Obligations received after the occurrence and during the continuance of an Event of Default and except as provided in Section 4.2(b)(ii4.04(b), all such payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower or any Qualified such Borrower shall be applied in the following order:applied (A) first, to pay principal of and interest on any portion of the Revolving Loans made to such Borrower which the Administrative Agent may have advanced on behalf of any Lender other than itself Citicorp for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or such Qualified Borrower, (B) second, to pay principal of and interest on any Protective Advance in respect of such Borrower's Obligations for which the Agent has not then been paid by such Borrower or reimbursed by the Lenders, (C) third, to pay principal of and accrued interest on any Swing Loans then outstanding, (D) fourth, to pay the principal of the Revolving Loans made to such Borrower and then due and payable in the order described hereinbelow and interest on such Loans then due and payable, ratably, based on the then outstanding balances of the such Loans, (E) fifth, to pay all other Obligations of such Borrower then due and payable payable, ratably, and (CF) sixth, as the such Borrower so designates. Unless otherwise designated by the Borrower, all All such principal and interest payments in respect of Committed Revolving Loans to a respective Borrower shall be applied to the Revolving Loans outstanding to such Borrower and accrued interest thereon, first, to repay outstanding Base Rate Loans, Loans and then to repay outstanding Eurodollar Eurocurrency Rate Loans, Loans with those Eurodollar Eurocurrency Rate Loans which have earlier expiring Eurocurrency Rate Interest Periods being repaid prior to those which have later expiring Eurocurrency Rate Interest Periods. (ii) After the occurrence of an Event of Default and while the same is continuing, the Administrative Agent shall apply all payments in respect of any Obligations and any amounts received as of a result respective Borrower and, subject to the provisions of Section 4.06, all proceeds of Collateral securing the exercise Obligations of remedies pursuant to Sections 11.12 and 14.5, such Borrower in the following order: (A) first, to pay principal of and interest on any portion of the Revolving Loans made to such Borrower which the Administrative Agent may have advanced on behalf of any Lender other than itself Citicorp for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified such Borrower; (B) second, to pay Obligations principal of and interest on any Protective Advance in respect of any fees, expense reimbursements such Borrower's Obligations for which the Agent has not then been paid by such Borrower or indemnities then due to reimbursed by the Administrative AgentLenders; (C) third, to pay principal of and interest on Letter of Credit Obligations (or, to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral in respect of such Obligations)any Swing Loans then outstanding; (D) fourth, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders and the Co-AgentsAgent by such Borrower; (E) fifth, to pay principal of and interest due on Letter of Credit Obligations of such Borrower (or, to the extent such Obligations are contingent, deposited in the Cash Collateral Account to provide Cash Collateral in respect of Loanssuch Obligations); (F) sixth, to pay Obligations of such Borrower in respect of any fees, expense reimbursements or indemnities then due to the Lenders and the Issuing Banks; (G) seventh, to pay interest due in respect of the Revolving Loans made to such Borrower, ratably, in accordance with the Lenders' respective Pro Rata Shares; (H) eighth, to the ratable payment or prepayment of principal outstanding on Loansall Revolving Loans made to such Borrower; (I) ninth, to the ratable payment of Hedge Agreements to which any of the Lenders or any Affiliate of any of the Lenders and such Borrower is a party; and (GJ) seventhtenth, to the ratable payment of all other Obligations. The order of priority set forth in this Section 4.2(b)(ii4.02(b) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the ArrangersLenders, the other Lenders Issuing Banks and other Holders as among themselves. The order of priority set forth in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii4.02(b)(iii), may pay from the proceeds of Revolving Loans made to the a respective Borrower hereunder, whether made following a request by the Borrower or any Qualified such Borrower pursuant to Sections 2.1 or 2.2 Section 2.01 or a deemed request as provided in this Section 4.2(b)(iii4.02(b)(iii), all amounts then due and payable by the such Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.115. (iv) Subject to Section 4.2(b)(v), the Administrative Agent shall promptly distribute to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender, or at such other address as a Lender or other Holder may request in writing, such funds as such Person may be entitled to receive, subject to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. (v) In the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.2, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loans.

Apportionment of Payments. (ia) Subject to the provisions of Section 4.2(b)(v2.03 and Section 4.07(b), all payments of principal and interest in respect of outstanding Loans, all payments in respect of Reimbursement Obligations, all payments of fees and all other payments in respect of any other ObligationsObligations hereunder, shall be allocated among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares ratably or otherwise as expressly provided herein. Subject Except as provided in Section 4.07(b) with respect to payments and proceeds of Collateral received after the provisions occurrence of Section 4.2(b)(ii)an Event of Default, all such payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower or any Qualified Borrower shall be applied in the following order:applied (A) to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or such Qualified Borrower, (B) to pay all other Obligations then due and payable and (C) as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of Committed Loans shall be applied first, to repay outstanding Base Rate Loans, and then to repay outstanding Eurodollar Rate Loans, with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. (ii) After the occurrence of an Event of Default and while the same is continuing, the Administrative Agent shall apply all payments in respect of any Obligations and any amounts received as a result of the exercise of remedies pursuant to Sections 11.12 and 14.5, in the following order: (Ai) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself CUSA for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified Borrower;, (Bii) second, to pay interest on the Loans and then the principal of the Loans, in each case, then due and payable (in the order described hereinbelow), (iii) third, to pay all other Obligations of any Loan Party under any Loan Document then due and payable, ratably, and (iv) fourth, as the Borrower so designates. All such principal and interest payments in respect of the Loans shall be applied first to repay outstanding ABR Loans and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods (b) During the continuance of an Event of Default and after declaration thereof by written notice from the Administrative Agent to the Borrower, the Administrative Agent shall apply all payments in respect of any Loans, and the Collateral Agent shall deliver all proceeds of Collateral to the Administrative Agent for application, in the following order: (i) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than CUSA for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; (ii) second, to pay any fees, expense reimbursements or indemnities then due to the Administrative AgentAgents under any of the Loan Documents; (Ciii) third, to pay principal of and interest on Letter of Credit Obligations (or, to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral in respect of such Obligations); (D) fourth, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders and under any of the Co-AgentsLoan Documents; (Eiv) fifthfourth, to pay interest due in respect of Loansthe Loans ratably in accordance with the Lenders' respective Percentages; (Fv) sixthfifth, to the ratable payment or prepayment of principal outstanding on all Loans; and; (Gvi) seventhsixth, to the ratable payment of all other ObligationsObligations of the Loan Parties then outstanding under the Loan Documents. Notwithstanding the foregoing, the Collateral Agent shall apply the proceeds of any voluntary sale of Collateral that is subject to a Lien pursuant to the AIG Pledge Agreement to prepay the obligations under (and in accordance with the terms of) the CMS Energy Credit Agreement if an "Event of Default" under (and as defined in) the AIG Pledge Agreement arising from the non-compliance with the terms of Section 4.5 of the AIG Pledge Agreement has occurred and is continuing, or would result from the transaction giving rise to such proceeds. The order of priority set forth in this Section 4.2(b)(ii4.07(b) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, Agents and the Arrangers, the other Lenders and other Holders as among themselves. The order of priority set forth in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay from the proceeds of Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.1. (iv) Subject to Section 4.2(b)(v), the Administrative Agent shall promptly distribute to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender, or at such other address as a Lender or other Holder may request in writing, such funds as such Person may be entitled to receive, subject to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. (v) In the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.2, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loans.

Apportionment of Payments. (i) Subject to the provisions of Section 4.2(b)(v)Except as otherwise provided in this subsection, all payments of aggregate principal and interest in respect of payments shall be apportioned among all outstanding Loans, all Loans to which such payments in respect of Reimbursement Obligations, all relate and payments of the fees required to be paid by the Borrower under this Agreement (and all other payments in respect of any other Obligations, not the Fee Letter) to the Agent shall be allocated among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares apportioned ratably or otherwise as provided herein. Subject to the provisions of Section 4.2(b)(ii), extent separately agreed to by the Agent and any Lender. All payments shall be remitted to the Agent and all such payments and any other amounts amounts, including, without limitation, proceeds of Collateral received by the Administrative Agent from or for as to the benefit of the Borrower or any Qualified Borrower shall be applied in subject to the following order: (A) to pay principal provisions of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or such Qualified Borrower, (B) to pay all other Obligations then due and payable and (C) as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of Committed Loans shall be applied first, to repay outstanding Base Rate Loans, and then to repay outstanding Eurodollar Rate Loans, with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. (ii) After the occurrence of an Event of Default and while the same is continuing, the Administrative Agent shall apply all payments in respect of any Obligations and any amounts received as a result of the exercise of remedies pursuant to Sections 11.12 and 14.5, in the following order: (A) this Agreement first, to pay principal of and interest on any portion of Loans funded by the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified Borrower; Lenders (Bincluding, without limitation, under Section 11.08 hereof) second, to pay Obligations in respect of and any fees, expense reimbursements or indemnities then due to the Administrative Agent; (C) thirdAgent from the Borrower; second, to pay principal of and interest on Letter of Credit Obligations (or, to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral in respect of such Obligations); (D) fourth, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders and or the Co-Agents; (E) fifthLetter of Credit Issuer hereunder; third, to pay interest due in respect of Loans; (F) sixththe Loans and Unreimbursed Draws under Letters of Credit; and fourth, to the ratable payment pay, prepay or prepayment provide cash collateral, if then required, in respect of principal outstanding on Loans; and (G) seventh, to the ratable payment of all other ObligationsLoans and Letter of Credit Exposure. The order of priority set forth in this Section 4.2(b)(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Arrangers, the other Lenders and other Holders as among themselves. The order of priority set forth in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay from the proceeds of Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.1. (iv) Subject to Section 4.2(b)(v), the Administrative Agent shall promptly distribute to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lenderhereof, or at such other address as a such Lender or other Holder may request designate in writing, such funds as such Person it may be entitled to receive, subject to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any . The foregoing apportionment or distribution contemplated hereby. (v) In the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) shall apply only with respect to the proceeds of payments is solely for the purpose of Obligations and shall not affect determining the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions obligations of the Borrower or hereunder and, notwithstanding such apportionment, any Lender may on its books and records allocate payments received by it in a manner different from that contemplated hereby. No such different allocation shall alter the applicable Qualified rights and obligations of the Borrower as to its desired application, all repayments of principal which, under this Agreement determined in accordance with the other terms of apportionments contemplated by this Section 4.2, would be applied 2.08(c). To the extent that the Borrower makes a payment or payments to the outstanding Base Rate Loans Agent or the Agent receives any payment or other amount, which payment(s) or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause then, to the extent of such payment or proceeds received, the Obligations or part thereof intended to be satisfied shall be applied firstrevived and continue in full force and effect, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans as if such payment or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loansproceeds had not been received by the Agent.

Apportionment of Payments. (i) Subject to the provisions of Section 4.2(b)(v), all payments of principal princi- pal and interest in respect of outstanding Loans, all payments in respect of Reimbursement Obligations, all payments pay- ments of fees and all other payments in respect of any other Obligations, shall be allocated among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein. Subject to the provisions of Section 4.2(b)(ii), all such payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower or any Qualified Borrower shall be applied in the following order: (A) to pay principal of and interest on any portion por- tion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself UBS for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or such Qualified Borrower, (B) to pay all other Obligations then due and payable payable, and (C) as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of Committed Loans shall be applied first, to repay outstanding Base Rate Loans, and then to repay outstanding out- standing Eurodollar Rate Loans, with those Eurodollar Rate Loans which have earlier expiring Eurodollar Interest Periods Peri- ods being repaid prior to those which have later expiring Eurodollar Interest Periods. (ii) After the occurrence of an Event of Default and while the same is continuing, the Administrative Agent shall apply all payments in respect of any Obligations and any amounts received as a result of the exercise of remedies pursuant to Sections 11.12 and 14.5, in the following order: (A) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself UBS for which the Administrative Agent has not then been reimbursed xxxx- bursed by such Lender or the Borrower or any Qualified Borrower; (B) second, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Administrative Agent; (C) third, to pay principal of and interest on Letter of Credit Obligations (or, to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral in respect of such Obligations); (D) fourth, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders and the Co-Agents; (ED) fifthfourth, to pay interest due in respect of Loans; (FE) sixthfifth, to the ratable payment or prepayment prepay- ment of principal outstanding on Loans; and (GF) seventh, sixth to the ratable payment of all other Obligations. The order of priority set forth in this Section 4.2(b)(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Arrangers, the other Lenders and other Holders as among themselves. The order of priority set forth in clauses (C) through (GF) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written writ- ten consent of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay from the proceeds of Loans made to the Borrower hereunder, whether wheth- er made following a request by the Borrower or any Qualified Borrower pursuant to Sections Section 2.1 or 2.2 or a deemed request as provided in this Section Sec- tion 4.2(b)(iii), all amounts payable by the Borrower hereunderhere- under, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations interest and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.115. (iv) Subject to Section 4.2(b)(v), the Administrative Agent shall promptly distribute to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender, or at such other address as a Lender or other Holder may request in writing, such funds as such Person may be entitled to receive, subject to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. (v) In the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.2, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loans.

Apportionment of Payments. (ia) Subject to the provisions of Section 4.2(b)(v), all payments of Aggregate principal and interest in respect of outstanding Loans, all payments in respect of Reimbursement Obligations, all payments of fees and all other payments in respect of any other Obligations, shall be allocated among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein. Subject to the provisions of Section 4.2(b)(ii), all such payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower or any Qualified Borrower shall be applied in the following order: (A) to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or such Qualified Borrower, (B) to pay all other Obligations then due and payable and (C) as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of Committed Loans shall be applied first, to repay apportioned among all outstanding Base Rate Loans, and then to repay outstanding Eurodollar Rate Loans, with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. (ii) After the occurrence of an Event of Default and while the same is continuing, the Administrative Agent shall apply all payments in respect of any Obligations and any amounts received as a result of the exercise of remedies pursuant to Sections 11.12 and 14.5, in the following order: (A) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified Borrower; (B) second, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Administrative Agent; (C) third, to pay principal of and interest on Letter of Credit Obligations (or, to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral in respect of such Obligations); (D) fourth, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders and the Co-Agents; (E) fifth, to pay interest due in respect of Loans; (F) sixth, to the ratable payment or prepayment of principal outstanding on Loans; and (G) seventh, to the ratable payment of all other Obligations. The order of priority set forth in this Section 4.2(b)(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Arrangers, the other Lenders and other Holders as among themselves. The order of priority set forth in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay from the proceeds of Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant case proportionately to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned noticeeach Bank's respective Applicable Percentage. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.1. (iv) Subject to Section 4.2(b)(v), the Administrative Agent shall promptly distribute to each Arranger and each other Lender Bank, at its primary address set forth opposite its name on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender, Exhibit "A" hereto or at such other address as a Lender or other Holder such Bank may request in writing, such funds as such Person may be entitled to receive, subject to the provisions its Applicable Percentage of Article XII; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from received by Agent and the Requisite Lenders or an action in the nature commitment fees and credit fees of interpleader) in the event of any doubt or dispute as such Bank when received by Agent pursuant to any apportionment or distribution contemplated herebySection 2.13. (vb) In the event that any Lender fails to fund its Pro Rata Share If a Bank shall obtain payment of any Loan requested principal of or interest on any Loans made by it under this Agreement, or on other Indebtedness then due to Bank hereunder, through the exercise of any right of set-off, banker's lien, counterclaim or similar right, or otherwise, (it being understood that no such right is granted herein) it shall promptly purchase from the other Banks participations in the Loans made or other Indebtedness held by the Borrower or any Qualified Borrower which other Banks in such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”)amounts, until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of make such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect adjustments from time to time, and for all other purposes of this Agreement time as shall be treated as if they were Base Rate Loans; and equitable to the end that all the Banks shall share the benefit of such payment (Dnet of any expenses which may be incurred by such Bank in obtaining or preserving such benefit) regardless of whether or not an Event of Default has occurred or is continuingpro rata, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, based on said Bank's Applicable Percentage in accordance with the other terms unpaid principal and interest on the Indebtedness then due to each of this Section 4.2them. To such end all the Banks shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Debtor agrees, would be applied to the outstanding Base Rate fullest extent it may effectively do so under applicable law, that any Bank so purchasing a participation in the Loans made or other Indebtedness held by other Banks may exercise all rights with respect to such participation as fully as if such Bank were a direct holder of Loans or other Indebtedness in the amount of such participation. Nothing contained herein shall be applied firstrequire any Bank to exercise any such right or shall affect the right of any Bank to exercise, ratably and retain the benefits of exercising, any such right with respect to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans any obligation of the Debtor other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loansthe Indebtedness.

Apportionment of Payments. (i) Subject to the provisions of Section 4.2(b)(v), all payments of principal and interest in respect of outstanding Loans, all payments in respect of Reimbursement Obligations, all payments of fees and all other payments in respect of any other Obligations, shall be allocated among such of the Lenders as are entitled thereto, in proportion to their respective applicable Pro Rata Shares or otherwise as provided herein. Subject to the provisions of Section 4.2(b)(ii), all such payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower or any Qualified Borrower shall be applied in the following order: (A) to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or such Qualified Borrower, (B) to pay all other Obligations then due and payable and (C) as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of Committed Loans shall be applied first, to repay outstanding Base Rate Loans, and then to repay outstanding Eurodollar Rate Loans, with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. (ii) After the occurrence of an Event of Default and while the same is continuing, the Administrative Agent shall apply all payments in respect of any Obligations and any amounts received as a result of the exercise of remedies pursuant to Sections 11.12 11.2 and 14.5, in the following order: (A) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified Borrower; (B) second, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Administrative Agent; (C) third, to pay principal of and interest on Letter of Credit Obligations (or, to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral in respect of such Obligations)[Reserved]; (D) fourththird, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders and the Co-other Agents; (E) fifthfourth, to pay interest due in respect of Loans; (F) sixthfifth, to the ratable payment or prepayment of principal outstanding on Loans; and (G) seventhsixth, to the ratable payment of all other Obligations. The order of priority set forth in this Section 4.2(b)(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Arrangers, the other Lenders and other Holders as among themselves. The order of priority set forth in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay from the proceeds of Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.1[Reserved]. (iv) Subject to Section 4.2(b)(v), the Administrative Agent shall promptly distribute to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender, or at such other address as a Lender or other Holder may request in writing, such funds as such Person may be entitled to receive, subject to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. (v) In the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.2, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loans.

Apportionment of Payments. (i) Subject to the provisions of Section 4.2(b)(v3.02(b)(ii) and (v), except as otherwise provided herein (A) all payments of principal and interest in respect of outstanding Revolving Loans, and all payments in respect of Reimbursement Obligations, shall be allocated among such of the Lenders and Issuing Banks as are entitled thereto, in proportion to their respective Pro Rata Shares and (B) all payments of fees and all other payments in respect of any other Obligations, Obligations shall be allocated among such of the Lenders and Issuing Banks as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided hereinShares. Subject to the provisions of Section 4.2(b)(ii), all All such payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower or any Qualified Borrower Borrowers shall be applied in the following order: (A) to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or such Qualified Borrower, (B) to pay all other Obligations then due and payable and (C) as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of Committed Loans shall be applied first, to repay outstanding Base Rate Loans, and then to repay outstanding Eurodollar Rate Loans, with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. (ii) After the occurrence of an Event of Default and while the same is continuing, the Administrative Agent shall apply all payments in respect of any Obligations and any amounts received as a result of the exercise of remedies pursuant to Sections 11.12 and 14.5, in the following order: (A) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender other than itself than (ii) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and shall upon the acceleration of the Obligations pursuant to Section 11.02(a), apply all payments in respect of any Obligations and all proceeds of Collateral in the following order; provided that payments made by a Foreign Borrower shall be applied first to the Obligations of such Foreign Borrower: (A) first, to pay interest on and then principal of any portion of the Revolving Loans which the Administrative Agent may have advanced on behalf of any Lender for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified BorrowerBorrowers; (B) second, to pay interest on and then principal of first any outstanding Protective Advance and then any Swing Loan; (C) third, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Administrative Agent; (C) third, to pay principal of and interest on Letter of Credit Obligations (or, to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral in respect of such Obligations); (D) fourth, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Co-Agents, the Lenders and the Co-AgentsIssuing Banks; (E) fifth, to pay interest due Obligations in respect of Loansany fees then due to the Administrative Agent, the Co-Agents, the Lenders and the Issuing Banks; (F) sixth, to pay interest due in respect of the ratable payment or prepayment of principal outstanding on Loans; andLoans and Reimbursement Obligations; (G) seventh, to pay or prepay (or, to the extent such Obligations are contingent, provide Cash Collateral pursuant (H) eighth, to the ratable payment of Interest Rate Contracts and Currency Agreements to which any of the Lenders or any Affiliate of the Lenders is a party; and (I) ninth, to the ratable payment of all other Obligations; provided, however, if sufficient funds are not available to fund the payments to be made in respect of any of the Obligations described in any of the foregoing clauses (A) through (I), the available funds being applied with respect to any such Obligations referred to in any one such clause (unless otherwise specified in such clause) shall be allocated in accordance with the order of priority established by such clause to the payment of such Obligations ratably, based on the proportion of the Administrative Agent's and each Co-Agent's, Lender's or Issuing Bank's interest in the aggregate outstanding Obligations described in such clause. The order of priority set forth in this Section 4.2(b)(ii3.02(b)(ii) and the related provisions of this Agreement hereof are set forth solely to determine the rights and priorities of the Administrative Agent, the ArrangersCo-Agents, the other Lenders Lenders, the Issuing Banks and other Holders as among themselves. The order of priority set forth in clauses (CA) through (GI) of this Section 4.2(b)(ii3.02(b)(ii) may at any time and from time to time be changed by the agreement of the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a LenderLender or Issuing Bank, or any other Person. The ; provided, however, the order of priority set forth in clauses (A) and through (BE) of this Section 4.2(b)(ii3.02(b)(ii) may not be changed only with without the prior written consent of the Administrative Agent. (iii) The All payments of principal on the Swing Loans, Protective Advances, Reimbursement Obligations, interest, fees and other sums payable in respect of the Revolving Loans may, at the option of the Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay be paid from the proceeds of Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2Revolving Loans. The Borrower hereby irrevocably authorizes the Swing Loan Bank to make pursuant to Section 2.03(a) and the Lenders to make pursuant to Section 2.02(a) in Dollars, from time to time in the Swing Loan Bank's or the Administrative Agent's discretion, Revolving Loans which are in the amounts of any and all principal on the Swing Loans, which interest, fees and other sums payable in respect of the Revolving Loans shall be Base Rate Loans(or the Dollar Equivalent thereof if not denominated in Dollars), in each case, upon notice from and further authorizes the Administrative Agent as described in (A) to give the following sentence for Lenders notice of any Borrowing with respect to such Revolving Loans and (B) to distribute the purpose proceeds of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant such Revolving Loans to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all pay such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned noticeamounts. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit agrees to give the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.1. (iv) Subject to Section 4.2(b)(v), the The Administrative Agent shall promptly distribute to each Arranger Lender and each other Lender Issuing Bank at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender or Issuing Bank, or to each Lender, Issuing Bank or other Holder at such other address as a Lender such Lender, Issuing Bank or other Holder may request in writing, such funds as such Person may be entitled to receive, subject to the provisions of Article XII; provided that that, as between the Holders and the Administrative Agent, the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. (v) In the event that If any Lender fails to fund its Pro Rata Share of any Revolving Loan Borrowing requested by the Borrower or any Qualified a Borrower which such Lender is obligated to fund under the terms of this Agreement hereof (the funded portion of such Revolving Loan Borrowing being hereinafter referred to as a “"Non Pro Rata Loan”"), excluding any such Lender who has delivered to the Administrative Agent written notice that one or more of the conditions precedent contained in Section 5.02 shall not on the date of such request be satisfied and until such conditions are satisfied, then until the earlier of such Defaulting Lender’s 's cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified such Borrower and otherwise required to be applied to such Defaulting Lender’s 's share of all other Obligations pursuant to the terms of this Agreement hereof shall be deemed to have been advanced to the Borrower or the applicable Qualified such Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement contained herein to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v3.02(b)(v) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c)Obligations; (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Revolving Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued;'s (C) amounts advanced to the Borrower or the applicable Qualified such Borrower to cure, in full or in part, any such Lender’s 's failure to fund its Pro Rata Share of any Revolving Loan Borrowing (“"Cure Loans”") shall bear interest at the Base Rate in effect from time rate applicable to time, the other Revolving Loans comprising such Borrowing and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; andRevolving Loans comprising such Borrowing for all purposes herein; (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified such Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.23.02, would be applied to the outstanding Base Rate Revolving Loans shall be applied first, ratably to all Base Rate Revolving Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Revolving Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Revolving Loans constituting Cure Loans; and (E) No Lender shall be relieved of any obligation such Lender may have to the Borrowers under the terms of this Agreement as a result of the provisions of this Section 3.02(b)(v).

Apportionment of Payments. (i) Subject to the provisions of Section 4.2(b)(v4.2(b)(iv), all payments of principal and interest in respect of outstanding Loans, all payments in respect of Reimbursement Obligations, all payments of fees and all other payments in respect of any other Obligations, shall be allocated among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein. Subject to the provisions of Section 4.2(b)(ii), all such payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower or any Qualified Borrower shall be applied in the following order: (A) to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself GSMC for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or such Qualified Borrower,; (B) to pay all other Obligations then due and payable payable, and (C) as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of Committed its Loans shall be applied first, to repay its outstanding Base Rate Loans, and then to repay its outstanding Eurodollar Rate Loans, Loans with those Eurodollar Rate Loans which have earlier expiring Eurodollar Interest Periods being repaid prior to those which have later expiring Eurodollar Interest Periods. (ii) After the occurrence of an Event of Default and while the same is continuingcontinuing which results in an acceleration of the Obligations in accordance with Section 11.2, the Administrative Agent shall apply all payments in respect of any Obligations and any amounts received as a result of the exercise of remedies pursuant to Sections 11.12 and 14.5, in the following order: (A) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself GSMC for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified Borrower; (B) second, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Administrative Agent; (C) third, to pay principal of and interest on Letter of Credit Obligations (or, to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral in respect of such Obligations); (D) fourth, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders and the Co-AgentsLenders; (ED) fifthfourth, to pay interest due in respect of Loans; (FE) sixthfifth, to the ratable payment or prepayment of principal outstanding on Loans; and (GF) seventhsixth, to the ratable payment of all other Obligations. The order of priority set forth in this Section 4.2(b)(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, Agent and the Arrangers, the other Lenders and other Holders as among themselves. The order of priority set forth in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay from the proceeds of Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.1. (iv) Subject to Section 4.2(b)(v4.2(b)(iv), the Administrative Agent shall promptly distribute to each the Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof SCHEDULE LC hereto or the signature page to as set forth in the Assignment and Acceptance by which it became a Lender, or at such other address as a Lender or other Holder may request in writing, such funds as such Person may be entitled to receive, subject to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. (viv) In the event that any Lender fails to fund its Pro Rata Share of any the Term Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such the Term Loan being hereinafter referred to as a “Non Pro Rata Loan”"NON PRO RATA LOAN"), until the earlier of such Defaulting Lender’s 's cure of such failure and the termination of the Revolving Credit Term Loan Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s 's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v4.2(b)(iv) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any the Term Loan at such time as an amount equal to such Lender’s 's original Pro Rata Share of the requested principal portion of such the Term Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v4.2(b)(iv), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (DC) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.2, would be applied to the its outstanding Base Rate Loans shall be applied first, ratably to all its Base Rate Loans constituting Non Pro Rata Loans, Loans and second, ratably to its Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loans.

Apportionment of Payments. (i) Subject to the provisions of Section 4.2(b)(vSections 3.02(b)(iii) and (v), all payments of principal and interest in respect of outstanding Swing Loans and Revolving Loans, all payments in respect of Reimbursement Obligations, as applicable, all payments of fees and all other payments in respect of any other Obligations, shall be allocated among such of the Lenders and Issuing Banks as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein. Subject to the provisions of Section 4.2(b)(ii), all All such payments and any other amounts received by the Administrative Funding Agent from or for the benefit of the Borrower or any Qualified either Borrower shall be applied in the following order: (A) to such Borrower's Obligations as follows: first to pay principal of and interest on any portion of any outstanding Swing Loans, second to pay principal of and interest on any portion of the Revolving Loans which the Administrative Funding Agent may have advanced on behalf of any Lender other than itself Scotiabank for which the Administrative Funding Agent has not then been reimbursed by such Lender or such Borrower, third, to pay principal of and interest on any Protective Advance for which the Collateral Agent has not then been paid by such Borrower or such Qualified Borrower, (B) reimbursed by the Lenders, fourth, to pay principal of and interest on all Revolving Loans which are Base Rate Loans constituting Non Pro Rata Loans, fifth, to pay all other Obligations obligations then due and payable and (C) other than Base Rate Loans constituting Cure Loans, sixth, to pay principal of and interest on Base Rate Loans constituting Cure Loans, and seventh, as the such Borrower so designates. Unless otherwise designated by the BorrowerBorrowers, all principal payments in respect of Committed Loans shall be applied to the outstanding Loans, first, to repay outstanding Base Rate Loans, and then to repay outstanding Eurodollar LIBO Rate Loans, Loans with those Eurodollar LIBO Rate Loans which have earlier expiring LIBO Rate Interest Periods being repaid prior to those which have later expiring LIBO Rate Interest Periods. (ii) Subject to the provisions of Sections 3.02(b)(iii) and (v), all payments of principal of outstanding Term Loans shall be applied as follows: (A) voluntary prepayments of Term Loans shall (I) be applied pro rata to all Term Loans of the Lenders of such type of Term Loans as designated by the Borrowers in writing and (II) reduce the remaining scheduled amortization of such type of Terms Loans pro rata among the then remaining scheduled amortizations of such Loans and (B) mandatory payments of Term Loans shall (I) be applied pro rata among all then outstanding Term Loans; provided, however, that until payment in full of the Term A Loans, the holder of a Term B Loan or Term C Loan may decline, in a written notice delivered to the Funding Agent prior to the date of such mandatory payment, to accept such payment, in which case such amount so declined shall be applied against outstanding Term A Loans pro rata and (II) reduce the remaining scheduled amortization payments of such Term Loans pro rata among all the outstanding Term Loans. (iii) After the occurrence of an Event of Default and while the same is continuing, the Administrative Funding Agent shall may, and at the direction of the Requisite Lenders shall, apply all payments in respect of any Obligations of either Borrower against, and any amounts received as a result the Collateral Agent may, and at the direction of the exercise Requisite Lenders shall, transfer to the Funding Agent all proceeds of remedies pursuant to Sections 11.12 and 14.5Collateral of such Borrower for application to, the Obligations of such Borrower in the following order: (A) first, to pay principal or interest on any portion of the Swing Loans of such Borrower; (B) second, to pay principal of and interest on any portion of the Revolving Loans of such Borrower which the Administrative Funding Agent may have advanced on behalf of any Lender other than itself Scotiabank for which the Administrative Funding Agent has not then been reimbursed by such Lender or the Borrower or any Qualified such Borrower; (B) second, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Administrative Agent; (C) third, to pay principal of and interest on Letter of Credit Obligations (or, to any Protective Advance for which the extent Collateral Agent has not then been paid by such Obligations are contingent, deposited with Borrower or reimbursed by the Administrative Agent to provide cash collateral in respect of such Obligations)Lenders; (D) fourth, to pay Obligations in respect of any fees, expense reimbursements or indemnities of such Borrower then due to the Lenders and the Co-Administrative Agents; (E) fifth, to pay interest due Obligations in respect of Loansany expense reimbursements or indemnities of such Borrower then due to the Lenders and the Issuing Banks; (F) sixth, to pay interest and fees due in respect of Loans of such Borrower, to the ratable payment or prepayment extent not already paid pursuant to clause (B) of principal outstanding on Loans; andthis Section 3.02(b)(iii); (G) seventh, to pay or prepay (or, to the extent such Obligations are contingent, to deposit into the Cash Collateral Account pursuant to Section 11.02(b)) principal outstanding on the Revolving Loans, the Term Loans, the Reimbursement Obligations of such Borrower and all other Letter of Credit Obligations of such Borrower and Hedging Obligations of such Borrower to which any of the Lenders or any Affiliate of any of the Lenders is a party; and (H) eighth, to the ratable payment of all other ObligationsObligations of such Borrower; provided, however, if sufficient funds are not available to fund all payments to be made in respect of any of the Obligations described in any of the foregoing clauses (A) through (H), the available funds being applied with respect to any such Obligations (unless otherwise specified in such clause) shall be allocated to the payment of such Obligations ratably, based on the proportion of each Administrative Agent's, each Lender's or each Issuing Bank's interest in the aggregate outstanding Obligations described in such clauses. The order of priority application of funds set forth in this Section 4.2(b)(ii3.02(b)(iii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities application of funds among the Administrative AgentAgents, the ArrangersLenders, the other Lenders Issuing Banks and other Holders as among themselves. The order of priority set forth in clauses (CA) through (GH) of this Section 4.2(b)(ii3.02(b)(iii) may at any time and from time to time be changed by the agreement of the Requisite Lenders without necessity of notice to or consent of or approval by the BorrowerBorrowers, any Holder which is not a LenderLender or Issuing Bank, or any other Person. The ; provided that the priority listed in any of clauses (E) through (H) may not be changed with respect to clauses (A) through (D) and provided, further that the order of priority set forth in clauses (A) and through (BD) of this Section 4.2(b)(ii3.02(b)(iii) may be changed only with the prior written consent of the Administrative AgentAgents. (iiiiv) The Administrative Funding Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii3.02(b)(iv), may pay from the proceeds of Revolving Loans (which Loans have not been requested by either Borrower pursuant to a Notice of Borrowing) made to the either Borrower hereunder, whether made following a request by the Borrower or any Qualified either Borrower pursuant to Sections 2.1 Section 2.01 or 2.2 2.02 or a deemed request as provided in this Section 4.2(b)(iii3.02(b)(iv), all amounts then due and payable by the such Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.113. (iv) Subject to Section 4.2(b)(v), the Administrative Agent shall promptly distribute to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender, or at such other address as a Lender or other Holder may request in writing, such funds as such Person may be entitled to receive, subject to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. (v) In the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.2, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loans.

Apportionment of Payments. (i) Subject to the provisions So long as there does not exist an Event of Section 4.2(b)(v)Default, all payments of principal and interest in respect of outstanding Loans, all payments in respect of Reimbursement Obligations, all payments of the fees described herein and all other payments in respect of any other Obligations, obligation (other than any fees payable by the Co-Borrowers solely to the Agent under any Swap Agreement) shall be allocated among such of amongst the Agent and the Lenders as are they may be entitled thereto, in proportion to their respective Pro Rata Shares or otherwise thereto as provided for herein. Subject After the occurrence and during the continuance of an Event of Default, the Agent may, and shall upon the direction of the Requisite Lenders, after providing notice to the Co-Borrowers that payments and proceeds shall be so applied, apply all payments remitted to the Agent and all amounts and proceeds of Collateral received by the Agent, subject to the provisions of Section 4.2(b)(ii)this Loan Agreement, all such payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower or any Qualified Borrower shall be applied in the following order: (A) to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or such Qualified Borrower, (B) to pay all other Obligations then due and payable and (C) as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of Committed Loans shall be applied first, to repay outstanding Base Rate Loans, and then to repay outstanding Eurodollar Rate Loans, with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. (ii) After the occurrence of an Event of Default and while the same is continuing, the Administrative Agent shall apply all payments in respect of any Obligations and any amounts received as a result of the exercise of remedies pursuant to Sections 11.12 and 14.5, in the following order: (Aa) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf Obligations in respect of any Lender other than itself for which fees, expense reimbursements or indemnities then due to the Administrative Agent has not then been reimbursed by such Lender or from the Borrower or any Qualified Borrower; Co-Borrowers; (Bb) second, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to any Lender from the Administrative Agent; Co-Borrowers, (Cc) third, to pay interest due in respect of Loans and Reimbursement Obligations, (d) fourth, to pay or prepay principal of the Term Loan Facilities on a pro rata basis; (e) fifth, to pay or prepay principal of Revolving Credit Loans and interest on Letter of Credit Obligations Reimbursement Obligations, and to pay (or, or to the extent such Obligations are contingent, deposited with the Administrative Agent to prepay or provide cash collateral in respect of) Letter of such Credit Obligations); ; (D) fourth, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders and the Co-Agents; (E) fifth, to pay interest due in respect of Loans; (Ff) sixth, to the ratable payment or prepayment of principal outstanding on Loans; and (G) seventh, to the ratable payment of all other non-Swap Obligations and (g) seventh, to pay Swap Obligations. The order of priority set forth ; provided, however, that if sufficient funds are not available to fund all payments to be made in this Section 4.2(b)(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities respect of the Administrative Agent, Obligations owing by the Arrangers, Co-Borrowers described in any of the other Lenders and other Holders as among themselves. The order of priority set forth in foregoing clauses (Ca) through (G) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay from the proceeds of Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.1. (iv) Subject to Section 4.2(b)(vg), the Administrative available funds shall be allocated within the last particular clause to the payment of such Obligations ratably, based on the proportion of the Agent's and each Lender's interest in the aggregate outstanding Obligations described in such clause. The Agent shall promptly distribute to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lenderhereof, or at such other address as a Lender or other Holder may request in writing, such funds as such Person it may be entitled to receive, subject to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of an interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. (v) In . The order of priority herein is set forth solely to determine the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Defaulting Lender’s cure of such failure rights and the termination priorities of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower Lenders as among themselves and at any time or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to timetime may be changed by the Lenders as they may elect, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in writing in accordance with Section 11.08 hereof, without necessity of notice to or consent of or approval by the Co-Borrowers or any other terms of this Section 4.2, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure LoansPerson.

Apportionment of Payments. (i) Subject to the provisions of Section 4.2(b)(v), all payments of principal and interest in respect of outstanding Loans, all payments in respect of Reimbursement Obligations, all payments of fees and all other payments in respect of any other Obligations, shall be allocated among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein. Subject to the provisions of Section 4.2(b)(ii), all such payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower or any Qualified Borrower shall be applied in the following order: (A) to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or such Qualified Borrower, (B) to pay all other Obligations then due and payable and (C) as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of Committed Loans shall be applied first, to repay outstanding Base Rate LoansLoans and Loans at the Offered Rate, and then to repay outstanding Eurodollar Rate Loans and IBOR Rate Loans, with those Eurodollar Rate Loans and IBOR Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. (ii) After the occurrence of an Event of Default and while the same is continuing, the Administrative Agent shall apply all payments in respect of any Obligations and any amounts received as a result of the exercise of remedies pursuant to Sections 11.12 and 14.5, in the following order: (A) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified Borrower; (B) second, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Administrative Agent; (C) third, to pay principal of and interest on Letter of Credit Obligations (or, to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral in respect of such Obligations); (D) fourth, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders and the Co-Agents; (E) fifth, to pay interest due in respect of Loans; (F) sixth, to the ratable payment or prepayment of principal outstanding on Loans; and (G) seventh, to the ratable payment of all other Obligations. The order of priority set forth in this Section 4.2(b)(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Arrangers, the other Lenders and other Holders as among themselves. The order of priority set forth in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay from the proceeds of Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.215.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 15.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.1. (iv) Subject to Section 4.2(b)(v), the Administrative Agent shall promptly distribute to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender, or at such other address as a Lender or other Holder may request in writing, such funds as such Person may be entitled to receive, subject to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. (v) In the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.2, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loans.

Apportionment of Payments. (i) Subject to the provisions ------------------------- of Section 4.2(b)(v), all payments of principal and interest in respect of ----------------- outstanding Loans, all payments in respect of Reimbursement Obligations, all payments of fees and all other payments in respect of any other Obligations, shall be allocated among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein. Subject to the provisions of Section 4.2(b)(ii), all ------------------ such payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower or any Qualified Borrower shall be applied in the following order: (A) to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself Chase for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or such Qualified Borrower, (B) to pay all other Obligations then due and payable payable, and (C) as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of Committed Loans shall be applied first, to repay outstanding Base Rate ----- Loans, and then to repay outstanding Eurodollar Rate Loans, Loans with those ---- Eurodollar Rate Loans which have earlier expiring Eurodollar Interest Periods being repaid prior to those which have later expiring Eurodollar Interest Periods. (ii) After the occurrence of an Event of Default and while the same is continuingcontinuing which results in an acceleration of the Obligations in accordance with Section 11.2, the Administrative Agent shall apply all ------------ payments in respect of any Obligations and any amounts received as a result of the exercise of remedies pursuant to Sections 11.12 and 14.5, in the following order: (A) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself Chase for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified Borrower; (B) second, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Administrative Agent; (C) third, to pay principal of and interest on Letter of Credit Obligations (or, to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral in respect of such Obligations); (D) fourth, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders and the Co-AgentsLenders; (E) fifth, to pay interest due in respect of Loans; (F) sixth, to the ratable payment or prepayment of principal outstanding on Loans; and (G) seventh, to the ratable payment of all other Obligations. The order of priority set forth in this Section 4.2(b)(ii) and the related ------------------ provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Arrangers, Agent and the other Lenders and other Holders as among themselves. The order of priority set forth in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent of the ------------------ Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay from the proceeds ------------------- of Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections Section 2.1 or 2.2 or a deemed request as provided in ----------- this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, ------------------- including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2fees. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. ----------- The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s 's behalf pursuant to this Section ------- 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the ----------- requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.1.. ----------- (iv) Subject to Section 4.2(b)(v), the Administrative Agent ----------------- shall promptly distribute to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender, or at such other address as a Lender or other Holder may request in writing, such funds as such Person may be entitled to receive, subject to the provisions of Article ------- XII; provided that the Administrative Agent shall under no --- circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. (v) In the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “"Non Pro Rata Loan”"), until the earlier ----------------- of such Defaulting Lender’s 's cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s 's share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) ----------------- shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section ------- 5.1(c);; ------ (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s 's original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section ------- 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect --------- thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s 's failure to fund its Pro Rata Share of any Loan (“"Cure Loans”") shall bear interest at the Base Rate in ---------- effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section ------- 4.2, would be applied to the outstanding Base Rate Loans --- shall be applied first, ratably to all Base Rate Loans constituting ----- Non Pro Rata Loans, second, ratably to Base Rate Loans other than ------ those constituting Non Pro Rata Loans or Cure Loans and, third, ----- ratably to Base Rate Loans constituting Cure Loans.

Apportionment of Payments. (i) Subject to the provisions of Section 4.2(b)(v), all payments of Aggregate principal and interest payments in respect of Term Loans and Revolving Loans shall be apportioned among all outstanding LoansLoans to which such payments relate, in each case proportionately to Lenders' respective Pro Rata Shares; PROVIDED, that all payments in respect of Reimbursement Obligations, all payments of fees and all other payments in respect of any other Obligations, Loans shall be allocated among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein. Subject to the provisions of Section 4.2(b)(ii), all such payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower or any Qualified Borrower shall first be applied in the following order: priority to repay any amounts owing to (i) FIRST, Swing Line Lender due to the failure of any Revolving Lender to (A) to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or such Qualified Borrower, (B) to pay all other Obligations then due and payable and (C) as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of Committed Loans shall be applied first, to repay outstanding Base Rate Loans, and then to repay outstanding Eurodollar Rate Loans, with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. (ii) After the occurrence of an Event of Default and while the same is continuing, the Administrative Agent shall apply all payments in respect of any Obligations and any amounts received as fund a result of the exercise of remedies pursuant to Sections 11.12 and 14.5, in the following order: (A) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified Borrower; (B) second, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Administrative Agent; (C) third, to pay principal of and interest on Letter of Credit Obligations (or, to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral in respect of such Obligations); (D) fourth, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders and the Co-Agents; (E) fifth, to pay interest due in respect of Loans; (F) sixth, to the ratable payment or prepayment of principal outstanding on Loans; and (G) seventh, to the ratable payment of all other Obligations. The order of priority set forth in this Section 4.2(b)(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Arrangers, the other Lenders and other Holders as among themselves. The order of priority set forth in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay from the proceeds of Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence Revolving Loan for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses repaying any Refunded Swing Line Loan pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder subsection 2.1A(iii)(b) or under the Notes(B) purchase an assignment of an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c), and agrees that all such Loans so made shall be deemed (ii) SECOND, Issuing Lenders due to have been requested by it the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to Section 2.1 as subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf Credit drawing pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.1. (iv) Subject to Section 4.2(b)(v), the subsection 3.3C. Administrative Agent shall promptly distribute to each Arranger and each other Lender Lender, at its primary address the account specified in the payment instructions set forth below its name on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender, or at such other address account as a such Lender or other Holder may request in writingsubsequent payment instructions delivered to Administrative Agent by such Lender, its Pro Rata Share of all such funds as payments received by Administrative Agent and the commitment fees and letter of credit fees of such Person may be entitled Lender, if any, when received by Administrative Agent pursuant to receivesubsection 2.3 and subsection 3.2. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), subject if, pursuant to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validitysubsection 2.6C, scope or priority any Notice of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute Conversion/Continuation is withdrawn as to any apportionment Affected Lender or distribution contemplated hereby. (v) In the event that if any Affected Lender fails to fund makes Base Rate Loans in lieu of its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”)Eurodollar Rate Loans, until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, give effect thereto in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) shall apply only with respect to the proceeds of apportioning interest payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.2, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loansreceived thereafter.

Apportionment of Payments. (i) Subject to the provisions of Section 4.2(b)(v), all payments of Aggregate principal and interest in respect of outstanding Loans, all payments in respect of Reimbursement ObligationsTerm Loans, all Revolving Loans and Offshore Revolving Loans and, to the extent payments are made by Borrowers after payments have been made by Lenders pursuant to subsection 2.8E, payments in respect of Letters of Credit, shall be apportioned among the Term Loans, Revolving Loans, Offshore Revolving Loans and reimbursement obligations in respect of Letters of Credit to which such payments relate, payments of the aggregate commitment fees and all other Letter of Credit commissions shall be apportioned ratably among Revolving Lenders, or in the case of commitment fees under subsection 2.3A(ii), Tranche B Term Loans, in each case proportionally to their respective Pro Rata Shares. All principal and interest payments in respect of the Domestic Overdraft Account shall be transferred to and retained by Administrative Agent; provided that Administrative Agent shall distribute to each Lender that has purchased a participation in amounts due with respect to the Domestic Overdraft Account pursuant to subsection 2.1B such Lender’s Pro Rata Share of any payments subsequently received by Administrative Agent in respect of such amounts due with respect to the Domestic Overdraft Account. All principal and interest payments in respect of any other Obligations, Offshore Overdraft Account shall be allocated among transferred to and retained by the relevant Offshore Overdraft Account Provider; provided that such of the Lenders as are entitled thereto, in proportion Offshore Overdraft Account Provider shall transfer to their respective Pro Rata Shares or otherwise as provided herein. Subject to the provisions of Section 4.2(b)(ii), all such payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower or any Qualified Borrower shall be applied in the following order: (A) to pay principal of and interest on any that portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed payments subsequently received by such Lender or the Borrower or such Qualified Borrower, (B) to pay all other Obligations then due and payable and (C) as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments Offshore Overdraft Account Provider in respect of Committed Loans shall be applied first, amounts due with respect to repay outstanding Base Rate Loans, and then such Offshore Overdraft Account necessary to repay outstanding Eurodollar Rate Loans, with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. (ii) After the occurrence of an Event of Default and while the same is continuing, the permit Administrative Agent shall apply all payments to distribute to each Lender that has purchased a participation in respect of any Obligations and any such amounts received as a result of the exercise of remedies due pursuant to Sections 11.12 and 14.5subsection 2.1D such Lender’s Pro Rata Share of such payments. Administrative Agent (or, in the following order: (A) first, to pay principal case of and interest on payments received by any portion of the Loans which the Administrative Agent may Issuing Lender from a Borrower after payments have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified Borrower; (B) second, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Administrative Agent; (C) third, to pay principal of and interest on Letter of Credit Obligations (or, to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral in respect of such Obligations); (D) fourth, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders and the Co-Agents; (E) fifth, to pay interest due in respect of Loans; (F) sixth, to the ratable payment or prepayment of principal outstanding on Loans; and (G) seventh, to the ratable payment of all other Obligations. The order of priority set forth in this Section 4.2(b)(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Arrangers, the other Lenders and other Holders as among themselves. The order of priority set forth in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay from the proceeds of Loans made to the Borrower hereunder, whether made following a request such Issuing Lender by the Borrower or any Qualified Borrower Lenders pursuant to Sections 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii)subsection 2.8C, all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.1. (ivIssuing Lender) Subject to Section 4.2(b)(v), the Administrative Agent shall promptly distribute to each Arranger and each other Lender Lender, at its primary address set forth below its name on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender, or at such other address as any Lender may request, its share of all such payments in respect of Term Loans, Revolving Loans, Letters of Credit, the Domestic Overdraft Account, the Offshore Overdraft Accounts and Offshore Revolving Loans received by Administrative Agent (or such Issuing Lender) and the commitment fees of such Lender when received by Administrative Agent pursuant to subsection 2.3A. Notwithstanding the foregoing provisions of this subsection 2.4D, (i) with respect to any Lender which fails to fund the purchase of all or any part of its participation in a Letter of Credit as required by subsection 2.8E, its participation in the Domestic Overdraft Amount as required under subsection 2.1B, its participation in an Offshore Overdraft Amount as required under subsection 2.1D (such Lender being a “Defaulting Participating Lender”), all amounts which would otherwise be payable or other Holder may request allocable to such Defaulting Participating Lender under this subsection 2.4D shall instead be paid by Administrative Agent to the Issuing Lender (in writingthe case of a failure to fund the purchase of a participation in a Letter of Credit under subsection 2.8E), Administrative Agent (in the case of a failure to fund the purchase of a participation in the Domestic Overdraft Amount under subsection 2.1B) the applicable Offshore Overdraft Account Provider (in the case of a failure to fund a purchase of a participation in an Offshore Overdraft Amount under subsection 2.1D) (each, a “Recipient”), until such Recipient has received, either pursuant to this proviso or otherwise from such Defaulting Participating Lender, an amount equal to the amount such Defaulting Participating Lender failed to so fund plus interest at the customary rate set by such Recipient for the correction of errors among banks for three Business Days and thereafter at the Base Rate plus the Applicable Base Rate Margin (and in the case such Defaulting Participating Lender is a Defaulting Participating Lender with respect to more than one Recipient, such funds as amounts shall be paid to such Person may be entitled Recipients ratably in accordance with amounts owed to receivesuch Recipients by such Defaulting Participating Lender); (ii) if, subject pursuant to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances be bound to inquire into subsection 2.6D, any Notice of Borrowing or determine the validity, scope or priority Notice of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute Conversion/Continuation is withdrawn as to any apportionment Affected Lender or distribution contemplated hereby. (v) In the event that if any Affected Lender fails to fund makes Base Rate Loans in lieu of its Pro Rata Share of any Loan requested by Eurocurrency Rate Loans or B/A Discount Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter and (iii) from and after the Borrower or any Qualified Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Defaulting Lender’s cure of such failure and the termination occurrence of the Revolving Credit CommitmentsCAM Exchange Date, the proceeds of all amounts thereafter repaid to the Administrative Agent shall apportion all payments received by it in the Borrower or any Qualified Borrower manner specified in Section 7 and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.2, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loans2.10.

Apportionment of Payments. (i) Subject to the provisions of Section 4.2(b)(v), all payments of principal and interest in respect of outstanding Loans, all payments in respect of Reimbursement Obligations, all payments of fees and all other payments in respect of any other Obligations, shall be allocated among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein. Subject to the provisions of Section 4.2(b)(ii), all such payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower or any Qualified Borrower shall be applied in the following order: (A) to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself Chase for which the Administrative Agent has not then been reimbursed by such Lender or Lender, the Borrower or such Qualified Borrower, (B) to pay all other Obligations then due and payable payable, and (C) as the Borrower or such Qualified Borrower so designates. Unless otherwise designated by the Borrower or a Qualified Borrower, all principal payments in respect of Committed Loans shall be applied first, to repay outstanding Base Rate Loans, and then to repay outstanding Eurodollar Rate Loans, Loans with those Eurodollar Rate Loans which have earlier expiring Eurodollar Interest Periods being repaid prior to those which have later expiring Eurodollar Interest Periods. (ii) After the occurrence of an Event of Default and while the same is continuing, the Administrative Agent shall apply all payments in respect of any Obligations and any amounts received as a result of the exercise of remedies pursuant to Sections 11.12 and 14.5, in the following order: (A) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself Chase for which the Administrative Agent has not then been reimbursed by such Lender or Lender, the Borrower or any Qualified Borrower; (B) second, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Administrative Agent; (C) third, to pay principal of and interest on Letter of Credit Obligations (or, to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral in respect of such Obligations); (D) fourth, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders and the Co-AgentsLenders; (ED) fifthfourth, to pay interest due in respect of Loans; (FE) sixthfifth, to the ratable payment or prepayment of principal outstanding on Loans; and (GF) seventhsixth, to the ratable payment of all other Obligations. The order of priority set forth in this Section 4.2(b)(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Administrative Agent, the Arrangers, the other Lenders and other Holders as among themselves. The order of priority set forth in clauses (C) through (GF) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower or any Qualified Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent of the Administrative Agent. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay from the proceeds of Loans made to the Borrower or any Qualified Borrower hereunder, whether made following a request by the Borrower or any such Qualified Borrower pursuant to Sections Section 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower or such Qualified Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations interest and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.114. (iv) Subject to Section 4.2(b)(v), the Administrative Agent shall promptly distribute to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender, or at such other address as a Lender or other Holder may request in writing, such funds as such Person may be entitled to receive, subject to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. (v) In the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.2, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loans.

Apportionment of Payments. (ia) Subject to the provisions of Section 4.2(b)(v2.03, Section 5.03(b) and Section 5.07(b), all payments of principal and interest in respect of outstanding Loans, all payments in respect of Reimbursement Obligationsunpaid reimbursement obligations under Section 4.04(a), all payments of fees and all other payments in respect of any other ObligationsObligations hereunder, shall be allocated among such of the Lenders and the Issuing Banks as are entitled thereto, in proportion to their respective Pro Rata Shares ratably or otherwise as expressly provided herein. Subject Except as provided in Section 5.07(b) with respect to payments and proceeds of Collateral received after the provisions occurrence of Section 4.2(b)(ii)an Event of Default, all such payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrower or any Qualified Borrower shall be applied in the following orderapplied: (A) to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or such Qualified Borrower, (B) to pay all other Obligations then due and payable and (C) as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of Committed Loans shall be applied first, to repay outstanding Base Rate Loans, and then to repay outstanding Eurodollar Rate Loans, with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. (ii) After the occurrence of an Event of Default and while the same is continuing, the Administrative Agent shall apply all payments in respect of any Obligations and any amounts received as a result of the exercise of remedies pursuant to Sections 11.12 and 14.5, in the following order: (Ai) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself Citibank for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified Borrower; (Bii) second, to pay Obligations in respect interest on and then the principal of any fees, expense reimbursements or indemnities the Loans then due to and payable (in the Administrative Agentorder described hereinbelow); (Ciii) third, third to pay principal of and interest on Letter of Credit Obligations (or, to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral in respect of such Obligationsall unpaid reimbursement obligations under Section 4.04(a); (Div) fourth, to pay Obligations in respect the Cash Collateral Account, to secure outstanding Letters of any fees, expense reimbursements or indemnities then due Credit to the Lenders and the Co-Agentsextent required pursuant to this Agreement; (Ev) fifth, to pay interest all other Obligations under any Loan Document then due in respect of Loans; (F) sixthand payable, to the ratable payment or prepayment of principal outstanding on Loansratably; and (Gvi) seventhsixth, to as the ratable payment of all other ObligationsBorrower so designates. The order of priority set forth All such principal and interest payments in this Section 4.2(b)(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities respect of the Administrative Agent, the Arrangers, the other Lenders Loans shall be applied first to repay outstanding ABR Loans and other Holders as among themselves. The order of priority set forth in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from time then to time be changed by the Requisite Lenders without necessity of notice repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to or consent of or approval by the Borrower, any Holder those which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent of the Administrative Agenthave later expiring Interest Periods. (iiib) The Administrative Agent, in its sole discretion subject only to During the terms continuance of this Section 4.2(b)(iii), may pay from the proceeds an Event of Loans made to the Borrower hereunder, whether made following a request Default and after declaration thereof by the Borrower or any Qualified Borrower pursuant to Sections 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon written notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.1. (iv) Subject to Section 4.2(b)(v), the Administrative Agent shall promptly distribute to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender, or at such other address as a Lender or other Holder may request in writing, such funds as such Person may be entitled to receive, subject to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend apply all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature respect of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. (v) In the event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower or any Qualified Borrower which such Lender is obligated to fund under the terms of this Agreement (the funded portion of such Loan being hereinafter referred to as a “Non Pro Rata Loan”), until the earlier of such Defaulting Lender’s cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower and otherwise required to be applied to such Defaulting Lender’s share of all other Obligations pursuant to the terms of this Agreement shall be advanced to the Borrower or the applicable Qualified Borrower by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c); (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s original Pro Rata Share of the requested principal portion of such Loan is fully funded to the Borrower, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower to cure, in full or in part, any such Lender’s failure to fund its Pro Rata Share of any Loan (“Cure Loans”) shall bear interest at the Base Rate in effect from time to time, and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; and (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.2, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, second, ratably to Base Rate Loans other than those constituting Non Pro Rata Loans or Cure Loans and, third, ratably to Base Rate Loans constituting Cure Loans.unpaid reimbursement obligations under

Apportionment of Payments. (i) Subject to the provisions of Section 4.2(b)(v3.02(c)(ii) and (iii), all payments of principal and interest in respect of outstanding Loans, all payments in respect of Reimbursement Obligations, Loans and all payments of fees (other than as set forth in Section 4.01) and all other payments in respect of any other Obligations, Obligation shall be allocated among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided hereinherein or, in respect of payments not made on account of Loans, as designated by the Person making payment at the time when such payment is made. Subject to the provisions of Section 4.2(b)(ii), all All such payments and any other proceeds of Collateral or other amounts received by the Administrative Agent from or for the benefit on behalf of the a Borrower or any Qualified Borrower of its Subsidiaries shall be promptly applied first, to pay principal of and interest on any portion of the Loans made to the Borrowers that the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender, for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower; and second, to pay all other Obligations of the Borrowers then due and payable. (ii) After the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and shall upon the acceleration of the Obligations pursuant to Section 11.01, apply all payments in respect of any Obligations and all proceeds of Collateral to the Obligations in the following order: (A) first, to pay interest on and the principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or such Qualified Borrower, (B) to pay all other Obligations then due and payable and (C) as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of Committed Loans shall be applied first, to repay outstanding Base Rate Loans, and then to repay outstanding Eurodollar Rate Loans, with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. (ii) After the occurrence of an Event of Default and while the same is continuing, the Administrative Agent shall apply all payments in respect of any Obligations and any amounts received as a result of the exercise of remedies pursuant to Sections 11.12 and 14.5, in the following order: (A) first, to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced on behalf of any Lender other than itself for which the Administrative Agent has not then been reimbursed by such Lender or the Borrower or any Qualified BorrowerBorrowers; (B) second, to pay Obligations in respect of any feesexpense reimbursements, expense reimbursements indemnities or indemnities other liabilities then due to the Administrative Agent or the Collateral Agent; (C) third, to pay principal of and interest on Letter of Credit Obligations (or, to the extent such Obligations are contingent, deposited with the Administrative Agent to provide cash collateral in respect of such Obligations)any fees then due to the Agents and the Lenders; (D) fourth, to pay Obligations interest due in respect of any fees, expense reimbursements or indemnities then due to the Lenders and the Co-AgentsLoans; (E) fifth, to pay interest due in respect the outstanding principal of the Loans; (F) sixth, to the ratable payment or prepayment of principal outstanding on Loansall other Obligations; and (G) seventh, so long as the Commitments shall have terminated or been reduced to zero, to Falcon, on behalf of the Borrowers, to be distributed to the ratable Borrowers as agreed among the Borrowers; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of any of the Obligations described in any of the foregoing clauses (A) through (F), the available funds being applied with respect to any such Obligations referred to in any one of such clauses shall be allocated to the payment of all other Obligations. The order of priority set forth in this Section 4.2(b)(ii) and such Obligations ratably, based on the related provisions of this Agreement are set forth solely to determine the rights and priorities proportion of the Administrative Agent's, Collateral Agent's and each Lender's interest in the Arrangers, the other Lenders and other Holders as among themselves. The order of priority set forth aggregate outstanding Obligations described in clauses (C) through (G) of this Section 4.2(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, any Holder which is not a Lender, or any other Person. The order of priority set forth in clauses (A) and (B) of this Section 4.2(b)(ii) may be changed only with the prior written consent of the Administrative Agentsuch clauses. (iii) The Administrative Agent, in its sole discretion subject only to the terms of this Section 4.2(b)(iii), may pay from the proceeds of Loans made to the Borrower hereunder, whether made following a request by the Borrower or any Qualified Borrower pursuant to Sections 2.1 or 2.2 or a deemed request as provided in this Section 4.2(b)(iii), all amounts payable by the Borrower hereunder, including, without limitation, amounts payable with respect to payments of principal, interest, Reimbursement Obligations and fees and all reimbursements for expenses pursuant to Section 14.2. The Borrower hereby irrevocably authorizes the Lenders to make Loans, which Loans shall be Base Rate Loans, in each case, upon notice from the Administrative Agent as described in the following sentence for the purpose of paying principal, interest, Reimbursement Obligations and fees due from the Borrower, reimbursing expenses pursuant to Section 14.2 and paying any and all other amounts due and payable by the Borrower hereunder or under the Notes, and agrees that all such Loans so made shall be deemed to have been requested by it pursuant to Section 2.1 as of the date of the aforementioned notice. The Administrative Agent shall request Loans on behalf of the Borrower as described in the preceding sentence by notifying the Lenders by facsimile transmission or other similar form of transmission (which notice the Administrative Agent shall thereafter promptly transmit to the Borrower), of the amount and Funding Date of the proposed Borrowing and that such Borrowing is being requested on the Borrower’s behalf pursuant to this Section 4.2(b)(iii). On the proposed Funding Date, the Lenders shall make the requested Loans in accordance with the procedures and subject to the conditions specified in Section 2.1. (iv) Subject to Section 4.2(b)(v), the Administrative Agent shall promptly distribute to each Arranger and each other Lender at its primary address set forth on the appropriate signature page hereof or the signature page to the Assignment and Acceptance by which it became a Lender, or at such other address as a Lender or other Holder may request in writing, such funds as such Person may be entitled to receive, subject to the provisions of Article XII; provided that the Administrative Agent shall under no circumstances be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Holder and may suspend all payments or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. (v) In the event that If any Lender fails to fund its Pro Rata Share of any Loan Borrowing requested by the Borrower or any Qualified Borrower Borrowers under which such Lender is obligated to fund under the terms of this Agreement hereof (the funded portion of such Loan Borrowing being hereinafter referred to as a “"Non Pro Rata Loan”"), excluding any such Lender who has delivered to the Administrative Agent written notice that one or more of the conditions precedent contained in Section 5.02 shall not on the date of such request be satisfied and until such conditions are satisfied, then until the earlier of such Defaulting Lender’s 's cure of such failure and the termination of the Revolving Credit Commitments, the proceeds of all amounts thereafter repaid to the Administrative Agent by the Borrower or any Qualified Borrower Borrowers and otherwise required to be applied to such Defaulting Lender’s 's share of all other Obligations pursuant to the terms of this Agreement hereof shall be advanced to the Borrower or the applicable Qualified Borrower Borrowers by the Administrative Agent on behalf of such Defaulting Lender to cure, in full or in part, such failure by such Lender, but shall nevertheless be deemed to have been paid to such Defaulting Lender in satisfaction of such other Obligations. Notwithstanding anything in this Agreement contained herein to the contrary: (A) the foregoing provisions of this Section 4.2(b)(v3.02(b)(iii) shall apply only with respect to the proceeds of payments of Obligations and shall not affect the conversion or continuation of Loans pursuant to Section 5.1(c)Obligations; (B) a Lender shall be deemed to have cured its failure to fund its Pro Rata Share of any Loan at such time as an amount equal to such Lender’s 's original Pro Rata Share of the requested principal portion of such Loan is fully funded to the BorrowerBorrowers, whether made by such Lender itself or by operation of the terms of this Section 4.2(b)(v3.02(c)(iv), and whether or not the Non Pro Rata Loan with respect thereto has been repaid, converted or continued; (C) amounts advanced to the Borrower or the applicable Qualified Borrower Borrowers to cure, in full or in part, any such Lender’s 's failure to fund its Pro Rata Share of any Loan Borrowing (“"Cure Loans”") shall bear interest from and after the date made available to the Borrowers at the Base Rate in effect from time rate applicable to time, the other Loans comprising such Borrowing and for all other purposes of this Agreement shall be treated as if they were Base Rate Loans; andLoans comprising such Borrowing for all purposes herein; (D) regardless of whether or not an Event of Default has occurred or is continuing, and notwithstanding the instructions of the Borrower or the applicable Qualified Borrower Borrowers as to its desired application, all repayments of principal which, in accordance with the other terms of this Section 4.23.02, would be applied to the outstanding Base Rate Loans shall be applied first, ratably to all Base Rate Loans constituting Non Pro Rata Loans, ; second, ratably to Base Rate the Loans other than those constituting Non Pro Rata Loans or Cure Loans Loans; and, third, ratably to Base Rate the Loans constituting Cure Loans; and (E) no Lender shall be relieved of any obligation such Lender may have to the Borrowers under the terms of this Agreement as a result of the provisions of this Section 3.02(c)(iv).