Application of Payments. Except as specifically set forth elsewhere in this Agreement and subject to Section 8.03, # all payments and prepayments of Revolving Loans and Unreimbursed Drawings with respect to Letters of Credit shall be applied by the Administrative Agent on a pro rata basis based upon each Revolving Lender’s Revolving Facility Percentage of the amount of such payment or prepayment, # all payments or prepayments of Swing Loans shall be applied by the Administrative Agent to pay or prepay such Swing Loans and # all payments and prepayments of Term Loans shall be applied by the Administrative Agent on a pro rata basis based upon each Term Loan Lender’s Term Loan Facility Percentage of the amount of such payment or prepayment.

Any prepayments made by the Borrower pursuant to [subsection (i) or (ii)])] of this clause (b) shall be applied as follows: first, to the Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, to the principal balance of the Term Loans, until the same shall have been paid in full, pro rata to the Term Loan Lenders based on their Term Loan Facility Percentage, and applied, on a pro rata basis, to the next eight (8) scheduled installments of the Term Loans due at the time of such prepayment; third, to the principal balance of the Swing Loans, until the same shall have been paid in full, to the Swing Line Lender; fourth, to the principal balance of the Revolving Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments; and fifth, to Cash Collateralize the Letters of Credit in an amount in cash equal to the LC Outstandings as of such date plus any accrued and unpaid fees thereon. The Revolving Commitments of the Lenders shall not be permanently reduced by the amount of any prepayments made pursuant to clauses fourth or fifth above, unless an Event of Default has occurred and is continuing and the Required Revolving Lenders so request.