Common use of Apportionment and Application Clause in Contracts

Apportionment and Application. (i) So long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders, all principal and interest payments received by Agent shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and all payments of fees and expenses received by Agent (other than fees or expenses that are for Agent’s separate account or for the separate account of the Issuing Lender) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee or expense relates. All payments to be made hereunder by Borrower shall be remitted to Agent and all (subject to Section 2.4(b)(iv), Section 2.4(d)(ii), Section 2.4(d)(iii), and Section 2.4(e)) such payments, and all proceeds of Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the Advances outstanding and, thereafter, to Borrower (to be wired to the Designated Account) or such other Person entitled thereto under applicable law. If one or more Advances consisting of LIBOR Rate Loans are outstanding, along with Advances consisting of Base Rate Loans, all payments applied to Advances under this Section 2.4(b)(i) or under Section 2.4(e) (so long as no Application Event has occurred and is continuing), shall be applied first to the principal amount of such Base Rate Loans outstanding and then to the principal amount of such LIBOR Rate Loans outstanding, and if there is more than 1 such LIBOR Rate Loan outstanding, then the payments shall be applied to such LIBOR Rate Loans in the order of the occurrence of the last day of the Interest Periods for such Advances.

Apportionment and Application. (i) So long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenderscontinuing, all principal and interest payments shall be paid by the Borrowers (and any such amounts received by Agent (or, during any Third Party Agent Retention Period, the Third Party Agent) shall be apportioned apportioned) ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and all payments of fees and expenses shall be paid by the Borrowers (and any such amounts received by Agent (or, during any Third Party Agent Retention Period, the Third Party Agent) (other than fees or expenses that are for Agent’s or such Third Party Agent’s (as applicable) separate account or for the separate account of the Issuing Lenderaccount) shall be apportioned apportioned) ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee or expense relates. All Subject to Section 2.03(b)(iv), all payments to be made hereunder by Borrower Borrowers shall be remitted to the Lenders (other than amounts owed specifically to Agent or any Third Party Agent (as applicable)) and all (subject to Section 2.4(b)(iv), Section 2.4(d)(ii), Section 2.4(d)(iii), and Section 2.4(e)) such payments, and all proceeds of Collateral paid by the Borrowers to the Lenders or received by AgentAgent (or any Third Party Agent (as applicable)), shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the Advances Loans and other Obligations outstanding and, thereafter, to Borrower Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under applicable law. If one or more Advances consisting of LIBOR Rate Loans are outstanding, along with Advances consisting of Base Rate Loans, all payments applied to Advances under this Section 2.4(b)(i) or under Section 2.4(e) (so long as no Application Event has occurred and is continuing), shall be applied first to the principal amount of such Base Rate Loans outstanding and then to the principal amount of such LIBOR Rate Loans outstanding, and if there is more than 1 such LIBOR Rate Loan outstanding, then the payments shall be applied to such LIBOR Rate Loans in the order of the occurrence of the last day of the Interest Periods for such AdvancesApplicable Law.

Apportionment and Application. (i) So long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders, all principal and interest payments received by an Agent shall be apportioned ratably among the applicable Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and all payments of fees and expenses received by an Agent (other than fees or expenses that are for such Agent’s separate account or for the separate account of the an Issuing Lender) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Revolver Commitment or Obligation to which a particular fee or expense relates. All payments to be made hereunder by US Borrower shall be remitted to US Agent and all (subject to Section 2.4(b)(iv), Section 2.4(d)(ii), Section 2.4(d)(iii), ) and Section 2.4(e)) such payments, and all proceeds of Collateral received by US Agent, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the US Advances outstanding and, thereafter, to US Borrower (to be wired to the US Designated Account) or such other Person entitled thereto under applicable law. If one or more Advances consisting of LIBOR Rate Loans are outstanding, along with Advances consisting of Base Rate Loans, All payments to be made hereunder by a Canadian Borrower shall be remitted to Canadian Agent and all payments applied (subject to Advances under this Section 2.4(b)(i2.4(b)(iv) or under and Section 2.4(e)) (such payments, and all proceeds of Collateral received by Canadian Agent, shall be applied, so long as no Application Event has occurred and is continuing), shall to reduce the balance of the Canadian Advances outstanding and, thereafter, to such Canadian Borrower (to be applied first wired to the principal amount of Canadian Designated Account) or such Base Rate Loans outstanding and then to the principal amount of such LIBOR Rate Loans outstanding, and if there is more than 1 such LIBOR Rate Loan outstanding, then the payments shall be applied to such LIBOR Rate Loans in the order of the occurrence of the last day of the Interest Periods for such Advancesother Person entitled thereto under applicable law.

Apportionment and Application. (i) So long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders, all principal and interest payments received by Agent shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and all payments of fees and expenses received by Agent (other than fees or expenses that are for Agent’s separate account or for the separate account of the Issuing Lenderaccount) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee or expense relates. All payments to be made hereunder by Borrower the Foreign Borrowers shall be remitted to Agent and all (subject to Section 2.4(b)(iv), Section 2.4(d)(ii), Section 2.4(d)(iii), and Section 2.4(e)) such payments, and all proceeds of Collateral owned by Foreign Borrowers received by Agent, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the Foreign Advances outstanding and, thereafter, to Borrower the Foreign Borrowers (to be wired in immediately available funds to the Foreign Designated Account) or such other Person entitled thereto under applicable lawApplicable Law. If one or more Advances consisting All payments to be made hereunder by the U.S. Borrowers shall be remitted to Agent and all (subject to Section 2.4(b)(iv)) such payments, and all proceeds of LIBOR Rate Loans are outstandingCollateral owned by U.S. Borrowers received by Agent, along with Advances consisting of Base Rate Loansshall be applied, all payments applied to Advances under this Section 2.4(b)(i) or under Section 2.4(e) (so long as no Application Event has occurred and is continuing), shall be applied first first, to reduce the balance of the U.S. Advances outstanding, second, to reduce the balance of Foreign Advances outstanding, thereafter, to the principal amount of such Base Rate Loans outstanding and then U.S. Borrowers (to be wired in immediately available funds to the principal amount of U.S. Designated Account) or such LIBOR Rate Loans outstanding, and if there is more than 1 such LIBOR Rate Loan outstanding, then the payments shall be applied to such LIBOR Rate Loans in the order of the occurrence of the last day of the Interest Periods for such Advancesother Person entitled thereto under Applicable Law.

Apportionment and Application. (i) So long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders, all principal and interest payments received by Agent shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and all payments of fees and expenses received by Agent (other than fees or expenses that are for Agent’s separate account or for the separate account of the Issuing LenderBank) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee or expense relates. All (ii) Subject to Section 2.4(b)(v), Section 2.4(d), and Section 2.4(e), all payments to be made hereunder by Borrower Borrowers shall be remitted to Agent and all (subject to Section 2.4(b)(iv), Section 2.4(d)(ii), Section 2.4(d)(iii), and Section 2.4(e)) such payments, and all proceeds of Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuingcontinuing and except as otherwise provided herein with respect to Defaulting Lenders, to reduce the balance of the Advances Revolving Loans outstanding and, thereafter, to Borrower Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under applicable law. If one or more Advances consisting of LIBOR Rate Loans are outstanding, along with Advances consisting of Base Rate Loans, all payments applied to Advances under this Section 2.4(b)(i(iii) or under Section 2.4(e) (so long as no At any time that an Application Event has occurred and is continuing)continuing and except as otherwise provided herein with respect to Defaulting Lenders, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied first as follows: (A) first, to pay any Lender Group Expenses or indemnities then due to Agent under the Loan Documents and to pay interest and principal on Extraordinary Advances that are held solely by Agent pursuant to the principal amount terms of such Base Rate Loans outstanding and Section 2.3(d)(iii), until paid in full, (B) second, to pay any fees or premiums then due to Agent under the Loan Documents, until paid in full, (C) third, to pay interest due in respect of all Protective Advances, until paid in full, (D) fourth, to pay the principal amount of such LIBOR Rate Loans outstandingall Protective Advances, and if there is more than 1 such LIBOR Rate Loan outstandinguntil paid in full, (E) fifth, ratably, to pay any Lender Group Expenses or indemnities then the payments shall be applied due to such LIBOR Rate Loans in the order any of the occurrence of Lenders under the last day of the Interest Periods for such Advances.Loan Documents, until paid in full,

Apportionment and Application. (i) So long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders, all principal and interest payments received by Agent shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and all payments of fees and expenses received by Agent (other than fees or expenses that are for Agent’s separate account or for the separate account of the Issuing LenderBank) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee or expense relates. All Subject to Section 2.4(b)(v) and Section 2.4(e), all payments to be made hereunder by Borrower Borrowers shall be remitted to Agent and all (subject to Section 2.4(b)(iv), Section 2.4(d)(ii), Section 2.4(d)(iii), and Section 2.4(e)) such payments, and all proceeds of Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuingcontinuing and except as otherwise provided herein with respect to Defaulting Lenders, to reduce the balance of the Advances Revolving Loans outstanding and, thereafter, to Borrower Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under applicable law. If one or more Advances consisting of LIBOR Rate Loans are outstanding, along with Advances consisting of Base Rate Loans, all payments applied to Advances under this Section 2.4(b)(i) or under Section 2.4(e) (so long as no At any time that an Application Event has occurred and is continuing)continuing and except as otherwise provided herein with respect to Defaulting Lenders, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied first as follows: first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to Agent under the principal amount Loan Documents, until paid in full, second, to pay any fees or premiums then due to Agent under the Loan Documents until paid in full, third, to pay interest due in respect of such Base Rate Loans outstanding and then to the principal amount of such LIBOR Rate Loans outstandingall Protective Advances until paid in full, and if there is more than 1 such LIBOR Rate Loan outstanding, then the payments shall be applied to such LIBOR Rate Loans in the order of the occurrence of the last day of the Interest Periods for such Advances.DM3\7893162.1DM3\7893162.7

Apportionment and Application. (i) So long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders, all principal and interest payments received by Agent shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and all payments of fees and expenses received by Agent (other than fees or expenses that are for Agent’s separate account or for the separate account of the Issuing LenderBank) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee or expense relates. All (ii) Subject to Section 2.4(b)(v), Section 2.4(d)(ii), and Section 2.4(e), all payments to be made hereunder by Borrower Borrowers shall be remitted to Agent and all (subject to Section 2.4(b)(iv), Section 2.4(d)(ii), Section 2.4(d)(iii), and Section 2.4(e)) such payments, and all proceeds of Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuingcontinuing and except as otherwise provided herein with respect to Defaulting Lenders, to reduce the balance of the Advances Revolving Loans outstanding and, thereafter, to Borrower Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under applicable law. If one or more Advances consisting of LIBOR Rate Loans are outstanding, along with Advances consisting of Base Rate Loans, all payments applied to Advances under this Section 2.4(b)(i(iii) or under Section 2.4(e) (so long as no At any time that an Application Event has occurred and is continuing)continuing and except as otherwise provided herein with respect to Defaulting Lenders, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied first as follows: (A) first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to Agent under the Loan Documents and to pay interest and principal on Extraordinary Advances that are held solely by Agent pursuant to the principal amount terms of such Base Rate Loans outstanding and Section 2.3(d)(iv), until paid in full, (B) second, to pay any fees or premiums then due to Agent under the principal amount of such LIBOR Rate Loans outstandingLoan Documents, and if there is more than 1 such LIBOR Rate Loan outstandinguntil paid in full, then the payments shall be applied to such LIBOR Rate Loans in the order of the occurrence of the last day of the Interest Periods for such Advances.64 125672876_9

Apportionment and Application. (i) So long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders, all principal and interest payments received by Agent shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and all payments of fees and expenses received by Agent (other than fees or expenses that are for Agent’s 's separate account or for the separate account of the Issuing Lenderaccount) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee or expense relates. All Except as otherwise specifically provided in Section 2.4(b)(v) hereof or in Section 2.4(d) hereof, (x) all payments to be made hereunder by Borrower U.S. Loan Parties shall be remitted to Agent and all (subject to Section 2.4(b)(iv), Section 2.4(d)(ii), Section 2.4(d)(iii), and Section 2.4(e)2.4(b)(v) hereof) such payments, and all proceeds of Collateral owned by U.S. Loan Parties received by Agent, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the U.S. Advances outstanding and, thereafter, to Borrower U.S. Borrowers (to be wired to the U.S. Designated Account) or such other Person entitled thereto under applicable law. If one or more Advances consisting of LIBOR Rate Loans are outstandingApplicable Law, along with Advances consisting of Base Rate Loans, and (y) all payments applied to Advances under this be made hereunder by U.K. Loan Parties shall be remitted to Agent and all (subject to Section 2.4(b)(i2.4(b)(v) or under Section 2.4(ehereof) (such payments, and all proceeds of Collateral owned by U.K. Loan Parties received by Agent, shall be applied, so long as no Application Event has occurred and is continuing), shall to reduce the balance of the U.K. Advances outstanding and, thereafter, to U.K. Borrower (to be applied first wired to the principal amount of U.K. Designated Account) or such Base Rate Loans outstanding and then to the principal amount of such LIBOR Rate Loans outstanding, and if there is more than 1 such LIBOR Rate Loan outstanding, then the payments shall be applied to such LIBOR Rate Loans in the order of the occurrence of the last day of the Interest Periods for such Advancesother Person entitled thereto under Applicable Law.

Apportionment and Application. (i) So long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders, all principal and interest payments received by Agent shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and all payments of fees and expenses received by Agent (other than fees or expenses that are for Agent’s separate account or for the separate account of the Issuing Lender) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Revolver Commitment or Obligation to which a particular fee or expense relates. All Except as otherwise specifically provided in Section 2.4(b)(v), Section 2.4(d) or Section 2.4(d)(ii) hereof, (x) all payments to be made hereunder by Borrower US Loan Parties shall be remitted to Agent and all (subject to Section 2.4(b)(iv), Section 2.4(d)(ii), Section 2.4(d)(iii), and Section 2.4(e)2.4(b)(v) hereof) such payments, and all proceeds of US Collateral owned by US Loan Parties received by Agent, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the US Advances outstanding and, thereafter, to Borrower US Borrowers (to be wired to the applicable Designated Account) or such other Person entitled thereto under applicable law. If one or more Advances consisting of LIBOR Rate Loans are outstandingLaw, along with Advances consisting of Base Rate Loans, and (y) all payments applied to Advances under this be made hereunder by UK Loan Parties shall be remitted to Agent and all (subject to Section 2.4(b)(i2.4(b)(v) or under Section 2.4(ehereof) (such payments, and all proceeds of UK Collateral owned by UK Loan Parties received by Agent, shall be applied, so long as no Application Event has occurred and is continuing), shall to reduce the balance of the UK Advances outstanding and, thereafter, to UK Borrower (to be applied first wired to the principal amount of applicable Designated Account) or such Base Rate Loans outstanding and then to the principal amount of such LIBOR Rate Loans outstanding, and if there is more than 1 such LIBOR Rate Loan outstanding, then the payments shall be applied to such LIBOR Rate Loans in the order of the occurrence of the last day of the Interest Periods for such Advancesother Person entitled thereto under applicable Law.

Apportionment and Application. (i) So long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders, all principal and interest payments received by Agent in respect of a Borrower Group shall be apportioned ratably among the Applicable Lenders (according to the unpaid principal balance of the applicable Obligations to which such payments relate held by each Lender) and all payments of fees and expenses received by Agent (other than fees or expenses that are for Agent’s separate account or for the separate account of the an Issuing Lender) shall be apportioned ratably among the Applicable Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee or expense relates. All Subject to Section 2.4(b)(iv) and Section 2.4(e), all payments to be made hereunder by the US Borrower Group shall be remitted to Agent and all (subject to Section 2.4(b)(iv), Section 2.4(d)(ii), Section 2.4(d)(iii), and Section 2.4(e)) such payments, and all proceeds of Collateral securing US Obligations received by Agent, shall be applied, so long as no Application Event has occurred and is continuingcontinuing and except as otherwise provided herein with respect to Defaulting Lenders, to reduce the balance of the Advances US Revolving Loans outstanding and, thereafter, to the US Borrower Group (to be wired to the US Designated Account) or such other Person entitled thereto under applicable law. If one or more Advances consisting of LIBOR Rate Loans are outstanding, along with Advances consisting of Base Rate LoansSubject to Section 2.4(b)(iv) and Section 2.4(e), all payments applied in respect of German Obligations to Advances under this Section 2.4(b)(ibe made hereunder by the German Borrower Group shall be remitted to Agent and all such payments, and all proceeds of Collateral securing German Obligations (other than Collateral also securing US Obligations) or under Section 2.4(e) (received by Agent, shall be applied, so long as no Application Event has occurred and is continuing)continuing and except as otherwise provided herein with respect to Defaulting Lenders, shall be applied first to reduce the balance of the German Revolving Loans outstanding and, thereafter, to the principal amount of such Base Rate Loans outstanding and then German Borrower Group (to be wired to the principal amount of applicable German Designated Account) or such LIBOR Rate Loans outstanding, and if there is more than 1 such LIBOR Rate Loan outstanding, then the payments shall be applied to such LIBOR Rate Loans in the order of the occurrence of the last day of the Interest Periods for such Advancesother Person entitled thereto under applicable law.

Apportionment and Application. (i) So long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders, all principal and interest payments received by Agent shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and all payments of fees and expenses received by Agent (other than fees or expenses that are for Agent’s separate account or for the separate account of the Issuing LenderBank) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or other Obligation to which a particular fee or expense relates. All (ii) Subject to Section 2.4(b)(vi) and Section 2.4(e), all payments to be made hereunder by Borrower Borrowers shall be remitted to Agent and all (subject to Section 2.4(b)(iv), Section 2.4(d)(ii), Section 2.4(d)(iii), and Section 2.4(e)) such payments, and all proceeds of Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuingcontinuing and except as otherwise provided herein with respect to Defaulting Lenders, to reduce the balance of the Advances Revolver Loans and Floorplan Loans outstanding and, thereafter, to Borrower Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under applicable law. If one or more Advances consisting of LIBOR Rate Loans are outstanding, along with Advances consisting of Base Rate Loans, all payments applied to Advances under this Section 2.4(b)(i(iii) or under Section 2.4(e) (so long as no At any time that an Application Event has occurred and is continuing)continuing and except as otherwise provided herein with respect to Defaulting Lenders, all payments remitted to Agent and all proceeds of U.S. Collateral received by Agent shall be applied first as follows: (A) first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to Agent under the Loan Documents, in each case, with respect to U.S. Obligations, until paid in full, (B) second, to pay any fees or premiums then due to Agent under the Loan Documents with respect to the U.S. Obligations until paid in full, (C) third, ratably, to pay interest due in respect of all U.S. Protective Floorplan Advances and U.S. Protective Revolver Advances until paid in full, (D) fourth, ratably, to pay the principal of all of U.S. Protective Floorplan Advances and U.S. Protective Revolver Advances until paid in full, 24 (E) fifth, ratably, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to any of the U.S. Lenders under the Loan Documents, until paid in full, (F) sixth, ratably, to pay any fees or premiums then due to any of the U.S. Lenders under the Loan Documents until paid in full, (G) seventh, ratably, to pay interest accrued in respect of U.S. Floorplan Swing Loans and U.S. Revolver Swing Loans until paid in full, (H) eighth, ratably, to pay the principal of all U.S. Floorplan Swing Loans and U.S. Revolver Swing Loans until paid in full, (I) ninth, ratably, to pay interest accrued in respect of the U.S. Loans (other than Protective Advances) until paid in full, (J) tenth, ratably i. to pay the principal of all U.S. Revolver Loans and all U.S. Floorplan Loans until paid in full, ii. to Agent, to be held by Agent, for the benefit of Issuing Bank (and for the ratable benefit of each of the Lenders that have an obligation to pay to Agent, for the account of Issuing Bank, a share of each Letter of Credit Disbursement), as cash collateral in an amount up to 105% of such Base Rate Loans outstanding and then the U.S. Letter of Credit Usage (to the principal amount of extent permitted by applicable law, such LIBOR Rate Loans outstanding, and if there is more than 1 such LIBOR Rate Loan outstanding, then the payments cash collateral shall be applied to the reimbursement of any Letter of Credit Disbursement as and when such LIBOR Rate Loans disbursement occurs and, if a Letter of Credit expires undrawn, the cash collateral held by Agent in respect of such Letter of Credit shall, to the order extent permitted by applicable law, be reapplied pursuant to this Section 2.4(b)(iii), beginning with tier (A) hereof), iii. up to the amount (after taking into account any amounts previously paid pursuant to this clause (iii) during the continuation of the occurrence applicable Application Event) of the last day most recently established Bank Product Reserve to (y) the Bank Product Providers based upon amounts then certified by the applicable Bank Product Provider to Agent (in form and substance satisfactory to Agent) to be due and payable to such Bank Product Providers on account of Bank Product Obligations which constitute U.S. Obligations, and (z) with any balance to be paid to Agent, to be held by Agent, for the ratable benefit of the Interest Periods for Bank Product Providers, as cash collateral (which cash collateral may be released by Agent to the applicable Bank Product Provider and applied by such Advances.Bank Product Provider to the payment or reimbursement of any amounts due and payable with respect to Bank Product Obligations which constitute U.S. Obligations owed to the applicable Bank Product Provider as and when such amounts first become due and payable and, if and at such time as all such Bank Product Obligations are paid or otherwise satisfied in full, the cash collateral held by Agent in respect of such Bank Product Obligations shall be reapplied pursuant to this Section 2.4(b)(iii), beginning with tier (A) hereof, (K) eleventh, ratably, to pay any other U.S. Obligations (including those under the Guaranty and Security Agreement) other than Obligations owed to Defaulting Lenders,

Apportionment and Application. (i) All payments shall be remitted to Agent in its capacity as agent under this Agreement and as agent under the Domestic Credit Agreement. So long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders, and unless otherwise required by Xxxxx Fargo’s or WFF’s agreements with EXIM Bank, all principal and interest payments received by Agent shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and all payments of fees and expenses received by Agent (other than fees or expenses that are for Agent’s separate account or for the separate account of the Issuing Lenderaccount) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee or expense relates. All Unless otherwise required by Xxxxx Fargo’s or WFF’s agreements with EXIM Bank, all payments to be made hereunder by Borrower shall be remitted to Agent and all (subject to Section 2.4(b)(iv), Section 2.4(d)(ii), Section 2.4(d)(iii), ) and Section 2.4(e)) such payments, and all proceeds of Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuing, first, to reduce the balance of the Domestic Obligations in accordance with the Domestic Credit Agreement, second,to reduce the balance of the Advances outstanding and, thereafter, to Borrower (to be wired to the Designated Account) or such other Person entitled thereto under applicable law. If one or more Advances consisting of LIBOR Rate Loans are outstanding, along with Advances consisting of Base Rate Loans, all payments applied to Advances under this Section 2.4(b)(i) or under Section 2.4(e) (so long as no Application Event has occurred and is continuing), shall be applied first to the principal amount of such Base Rate Loans outstanding and then to the principal amount of such LIBOR Rate Loans outstanding, and if there is more than 1 such LIBOR Rate Loan outstanding, then the payments shall be applied to such LIBOR Rate Loans in the order of the occurrence of the last day of the Interest Periods for such Advances.

Apportionment and Application. (i) So long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders, all principal and interest payments received by Agent shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and all payments of fees and expenses received by Agent (other than fees or expenses that are for Agent’s separate account or for the separate account of the Issuing LenderBank) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee or expense relates. All (ii) Subject to Section 2.4(b)(v), Section 2.4(d)(ii), and Section 2.4(e), all payments to be made hereunder by Borrower Borrowers shall be remitted to Agent and all (subject to Section 2.4(b)(iv), Section 2.4(d)(ii), Section 2.4(d)(iii), and Section 2.4(e)) such payments, and all proceeds of Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuingcontinuing and except as otherwise provided herein with respect to Defaulting Lenders, to reduce the balance of the Advances Revolving Loans outstanding and, thereafter, to Borrower Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under applicable law. If one or more Advances consisting of LIBOR Rate Loans are outstanding, along with Advances consisting of Base Rate Loans, all payments applied to Advances under this Section 2.4(b)(i(iii) or under Section 2.4(e) (so long as no At any time that an Application Event has occurred and is continuing)continuing and except as otherwise provided herein with respect to Defaulting Lenders, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied first as follows: (A) first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to Agent under the Loan Documents and to pay interest and principal on Extraordinary Advances that are held solely by Agent pursuant to the principal amount terms of such Base Rate Loans outstanding and Section 2.3(d)(iv), until paid in full, (B) second, to pay any fees or premiums then due to Agent under the Loan Documents, until paid in full, (C) third, to pay interest due in respect of all Protective Advances, until paid in full, (D) fourth, to pay the principal amount of such LIBOR Rate Loans outstandingall Protective Advances, and if there is more than 1 such LIBOR Rate Loan outstandinguntil paid in full, (E) fifth, ratably, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then the payments shall be applied due to such LIBOR Rate Loans in the order any of the occurrence Lenders under the Loan Documents, until paid in full, (F) sixth, ratably, to pay any fees or premiums then due to any of the last day Lenders under the Loan Documents, until paid in full, (G) seventh, to pay interest accrued in respect of the Interest Periods for such Advances.Swing Loans, until paid in full, (H) eighth, to pay the principal of all Swing Loans, until paid in full,

Apportionment and Application. (i) So long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders, all principal and interest payments received by Agent shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and all payments of fees and expenses received by Agent (other than fees or expenses that are for Agent’s separate account or for the separate account of the Issuing LenderBank) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee or expense relates. All (ii) Subject to Section 2.4(b)(v), Section 2.4(d)(ii), and Section 2.4(e), all payments to be made hereunder by Borrower Borrowers shall be remitted to Agent and all (subject to Section 2.4(b)(iv), Section 2.4(d)(ii), Section 2.4(d)(iii), and Section 2.4(e)) such payments, and all proceeds of Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuingcontinuing and except as otherwise provided herein with respect to Defaulting Lenders, to reduce the balance of the Advances Revolving Loans outstanding and, thereafter, to Borrower Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under applicable law. If one or more Advances consisting of LIBOR Rate Loans are outstanding, along with Advances consisting of Base Rate Loans, all payments applied to Advances under this Section 2.4(b)(i(iii) or under Section 2.4(e) (so long as no At any time that an Application Event has occurred and is continuing)continuing and except as otherwise provided herein with respect to Defaulting Lenders, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied first as follows: (A) first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to Agent under the Loan Documents and to pay interest and principal on Extraordinary Advances that are held solely by Agent pursuant to the principal amount terms of such Base Rate Loans outstanding and Section 2.3(d)(iv), until paid in full, (B) second, to pay any fees or premiums then due to Agent under the Loan Documents, until paid in full, (C) third, to pay interest due in respect of all Protective Advances, until paid in full, (D) fourth, to pay the principal amount of such LIBOR Rate Loans outstandingall Protective Advances, and if there is more than 1 such LIBOR Rate Loan outstandinguntil paid in full, (E) fifth, ratably, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then the payments shall be applied due to such LIBOR Rate Loans in the order any of the occurrence Lenders under the Loan Documents, until paid in full, (F) sixth, ratably, to pay any fees or premiums then due to any of the last day Lenders under the Loan Documents, until paid in full, (G) seventh, to pay interest accrued in respect of the Interest Periods for such Advances.Swing Loans, until paid in full, (H) eighth, to pay the principal of all Swing Loans, until paid in full, (I) ninth, ratably, to pay interest accrued in respect of the Revolving Loans (other than Protective Advances and Swing Loans) and the Term Loan, until paid in full, (J) tenth, ratably 71 125672876_9 151541717_6

Apportionment and Application. (i) So long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders, all principal and interest payments received by Agent shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and all payments of fees and expenses received by Agent (other than fees or expenses that are for Agent’s separate account or for the separate account of the Issuing LenderBank) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee or expense relates. All (ii) Subject to Section 2.4(b)(v), Section 2.4(d)(ii), and Section 2.4(e), all payments to be made hereunder by Borrower Borrowers shall be remitted to Agent and all (subject to Section 2.4(b)(iv), Section 2.4(d)(ii), Section 2.4(d)(iii), and Section 2.4(e)) such payments, and all proceeds of Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuingcontinuing and except as otherwise provided herein with respect to Defaulting Lenders, to reduce the balance of the Advances Revolving Loans outstanding and, thereafter, to Borrower Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under applicable law. If one or more Advances consisting of LIBOR Rate Loans are outstanding, along (iii) At any time that an Application Event has occurred and is continuing and except as otherwise provided herein with Advances consisting of Base Rate Loansrespect to Defaulting Lenders, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows: (A) first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to Agent under the Loan Documents and to pay interest and principal on Extraordinary Advances that are held solely by Agent pursuant to the terms of Section 2.3(d)(iv), until paid in full, (B) second, to pay any fees or premiums then due to Agent under the Loan Documents, until paid in full, (C) third, to pay interest due in respect of all Protective Advances, until paid in full, (D) fourth, to pay the principal of all Protective Advances, until paid in full, (E) fifth, ratably, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to any of the Lenders under the Loan Documents, until paid in full, (F) sixth, ratably, to pay any fees or premiums then due to any of the Lenders under the Loan Documents, until paid in full, (G) seventh, to pay interest accrued in respect of the Swing Loans, until paid in full, (H) eighth, to pay the principal of all Swing Loans, until paid in full, (I) ninth, ratably, to pay interest accrued in respect of the Revolving Loans (other than Protective Advances and Swing Loans), until paid in full, (J) tenth, ratably (1) ratably, to pay the principal of all Revolving Loans (other than Protective Advances and Swing Loans), until paid in full, 68 166856726_9 (2) to Agent, to be held by Agent, for the benefit of Issuing Bank (and for the ratable benefit of each of the Lenders that have an obligation to pay to Agent, for the account of Issuing Bank, a share of each Letter of Credit Disbursement), as cash collateral in an amount up to 103% of the Letter of Credit Usage (to the extent permitted by applicable law, such cash collateral shall be applied to Advances under the reimbursement of any Letter of Credit Disbursement as and when such disbursement occurs and, if a Letter of Credit expires undrawn, the cash collateral held by Agent in respect of such Letter of Credit shall, to the extent permitted by applicable law, be reapplied pursuant to this Section 2.4(b)(i2.4(b)(iii), beginning with tier (A) hereof), (3) ratably to (y) the Bank Product Providers based upon amounts then certified by each applicable Bank Product Provider to Agent (in form and substance satisfactory to Agent) to be due and payable to such Bank Product Provider on account of Bank Product Obligations, and (z) with any balance to be paid to Agent, to be held by Agent, for the ratable benefit of the Bank Product Providers, as cash collateral (which cash collateral may be released by Agent to the applicable Bank Product Provider and applied by such Bank Product Provider to the payment or reimbursement of any amounts due and payable with respect to Bank Product Obligations owed to the applicable Bank Product Provider as and when such amounts first become due and payable) and, if and at such time as all such Bank Product Obligations are paid or otherwise satisfied in full, the cash collateral held by Agent in respect of such Bank Product Obligations shall be reapplied pursuant to this Section 2.4(b)(iii), beginning with tier (A) hereof, (K) eleventh, to pay any other Obligations other than Obligations owed to Defaulting Lenders, (L) twelfth, ratably to pay any Obligations owed to Defaulting Lenders; and (M) thirteenth, to Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under applicable law. (iv) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in Section 2.4(e2.3(e). (v) (In each instance, so long as no Application Event has occurred and is continuing, Section 2.4(b)(ii) shall not apply to any payment made by Borrowers to Agent and specified by Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement or any other Loan Document. (vi) For purposes of Section 2.4(b)(iii), shall “paid in full” of a type of Obligation means payment in cash or immediately available funds of all amounts owing on account of such type of Obligation, including interest accrued after the commencement of any Insolvency Proceeding, default interest, interest on interest, and expense reimbursements, irrespective of whether any of the foregoing would be applied first or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (vii) In the event of a direct conflict between the priority provisions of this Section 2.4 and any other provision contained in this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read together and construed, to the principal amount fullest extent possible, to be in concert with each other. In the event of such Base Rate Loans outstanding and then to the principal amount of such LIBOR Rate Loans outstandingany actual, and if there is more than 1 such LIBOR Rate Loan outstanding, then the payments shall be applied to such LIBOR Rate Loans in the order of the occurrence of the last day of the Interest Periods for such Advances.irreconcilable conflict

Apportionment and Application. (i) So long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders, all principal and interest payments received by Agent shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and all payments of fees and expenses received by Agent (other than fees or expenses that are for Agent’s 's separate account or for the separate account of the Issuing LenderBank) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee or expense relates. All (ii) Subject to Section 2.4(b)(v), Section 2.4(d)(ii), and Section 2.4(e), all payments to be made hereunder by Borrower Borrowers shall be remitted to Agent and all (subject to Section 2.4(b)(iv), Section 2.4(d)(ii), Section 2.4(d)(iii), and Section 2.4(e)) such payments, and all proceeds of Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuingcontinuing and except as otherwise provided herein with respect to Defaulting Lenders, to reduce the balance of the Advances Revolving Loans outstanding and, thereafter, to Borrower Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under applicable law. If one or more Advances consisting of LIBOR Rate Loans are outstanding, along with Advances consisting of Base Rate Loans, all payments applied to Advances under this Section 2.4(b)(i(iii) or under Section 2.4(e) (so long as no At any time that an Application Event has occurred and is continuing)continuing and except as otherwise provided herein with respect to Defaulting Lenders, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied first as follows: (A) first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to Agent under the Loan Documents and to pay interest and principal on Extraordinary Advances that are held solely by Agent pursuant to the principal amount terms of such Base Rate Loans outstanding and Section 2.4(d)(iv), until paid in full, (B) second, to pay any fees or premiums then due to Agent under the Loan Documents, until paid in full, (C) third, to pay interest due in respect of all Protective Advances, until paid in full, (D) fourth, to pay the principal amount of such LIBOR Rate Loans outstandingall Protective Advances, and if there is more than 1 such LIBOR Rate Loan outstanding, then the payments shall be applied to such LIBOR Rate Loans until paid in the order of the occurrence of the last day of the Interest Periods for such Advances.full,

Apportionment and Application. (i) So long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders, all principal and interest payments received by Agent shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and all payments of fees and expenses received by Agent (other than fees or expenses that are for Agent’s separate account or for the separate account of the Issuing Lenderaccount) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee or expense relates. All Except as otherwise specifically provided in Section 2.4(b)(v) hereof or in Section 2.4(d) hereof, (x) all payments to be made hereunder by Borrower U.S. Loan Parties shall be remitted to Agent and all (subject to Section 2.4(b)(iv), Section 2.4(d)(ii), Section 2.4(d)(iii), and Section 2.4(e)2.4(b)(v) hereof) such payments, and all proceeds of Collateral owned by U.S. Loan Parties received by Agent, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the U.S. Advances outstanding and, thereafter, to Borrower U.S. Borrowers (to be wired to the U.S. Designated Account) or such other Person entitled thereto under applicable law. If one or more Advances consisting of LIBOR Rate Loans are outstandingApplicable Law, along with Advances consisting of Base Rate Loans, and (y) all payments applied to Advances under this be made hereunder by U.K. Loan Parties shall be remitted to Agent and all (subject to Section 2.4(b)(i2.4(b)(v) or under Section 2.4(ehereof) (such payments, and all proceeds of Collateral owned by U.K. Loan Parties received by Agent, shall be applied, so long as no Application Event has occurred and is continuing), shall to reduce the balance of the U.K. Advances outstanding and, thereafter, to U.K. Borrower (to be applied first wired to the principal amount of U.K. Designated Account) or such Base Rate Loans outstanding and then to the principal amount of such LIBOR Rate Loans outstanding, and if there is more than 1 such LIBOR Rate Loan outstanding, then the payments shall be applied to such LIBOR Rate Loans in the order of the occurrence of the last day of the Interest Periods for such Advancesother Person entitled thereto under Applicable Law.

Apportionment and Application. (i) So long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders, all principal and interest payments received by Agent shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and all payments of fees and expenses received by Agent (other than fees or expenses that are for Agent’s separate account or for the separate account of the Issuing Lenderaccount) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee or expense relates. All payments to be made hereunder by Borrower shall be remitted to Agent and all (subject to Section 2.4(b)(iv), Section 2.4(d)(ii), Section 2.4(d)(iii), and Section 2.4(e)2.3(b)(iv) hereof) such payments, and all proceeds of Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the Advances outstanding (provided, that so long as no Event of Default has occurred, such payments or proceeds received by Agent shall not be applied to the unmatured portion of the LIBOR Rate Loans, but shall be held in a cash collateral account maintained by Agent, until the earlier of (i) the last Business Day of the Interest Periods applicable to such LIBOR Rate Loans and (ii) the occurrence of an Event of Default) and, thereafter, to Borrower (to be wired to the Designated Account) or such other Person entitled thereto under applicable law. If one or more Advances consisting of LIBOR Rate Loans are outstanding, along with Advances consisting of Base Rate Loans, all payments applied to Advances under this Section 2.4(b)(i) or under Section 2.4(e) (so long as no Application Event has occurred and is continuing), shall be applied first to the principal amount of such Base Rate Loans outstanding and then to the principal amount of such LIBOR Rate Loans outstanding, and if there is more than 1 such LIBOR Rate Loan outstanding, then the payments shall be applied to such LIBOR Rate Loans in the order of the occurrence of the last day of the Interest Periods for such Advances.

Apportionment and Application. (i) So long as no Application Event of Default has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders, all principal and interest payments received by Agent shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and all payments of fees and expenses received by Agent (other than fees or expenses that are for Agent’s 's separate account or for the separate account of the Issuing Lenderaccount) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee or expense relates. All Except as otherwise specifically provided in clause (b)(v) below or in Section 2.4(d), (x) all payments to be made hereunder by Borrower U.S. Loan Parties shall be remitted to Agent and all (subject to Section 2.4(b)(v) hereof) such payments, and all proceeds of Collateral (including all amounts received by a Loan Party from the Blocked Escrow Account) owned by any U.S. Loan Party received by Agent, shall be applied, so long as no Event of Default has occurred and is continuing, to reduce the balance of the U.S. Advances outstanding and, thereafter, to U.S. Borrowers (to be wired to the U.S. Designated Account) or such other Person entitled thereto under applicable law, and (y) all payments to be made hereunder by U.K. Loan Parties shall be remitted to Agent and all (subject to Section 2.4(b)(iv), Section 2.4(d)(ii), Section 2.4(d)(iii), and Section 2.4(e)) hereof) such payments, and all proceeds of Collateral owned by any U.K. Loan Party received by Agent, shall be applied, so long as no Application Event of Default has occurred and is continuing, to reduce the balance of the U.K. Advances outstanding and, thereafter, to U.K. Borrower (to be wired to the U.K. Designated Account) or such other Person entitled thereto under applicable law. If one or more Advances consisting of LIBOR Rate Loans are outstanding, along with Advances consisting of Base Rate Loans, all payments applied to Advances under this Section 2.4(b)(i) or under Section 2.4(e) (so long as no Application Event has occurred and is continuing), shall be applied first to the principal amount of such Base Rate Loans outstanding and then to the principal amount of such LIBOR Rate Loans outstanding, and if there is more than 1 such LIBOR Rate Loan outstanding, then the payments shall be applied to such LIBOR Rate Loans in the order of the occurrence of the last day of the Interest Periods for such Advances.

Apportionment and Application. (i) So long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders, all principal and interest payments received by Agent shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Lender) and all payments of fees and expenses received by Agent (other than fees or expenses that are for Agent’s separate account or for the separate account of the Issuing LenderBank) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee or expense relates. All (ii) Subject to Section 2.4(b)(v), Section 2.4(d), and Section 2.4(e), all payments to be made hereunder by Borrower Borrowers shall be remitted to Agent and all (subject to Section 2.4(b)(iv), Section 2.4(d)(ii), Section 2.4(d)(iii), and Section 2.4(e)) such payments, and all proceeds of Collateral received by Agent, shall be applied, so long as no Application Event has occurred and is continuingcontinuing and except as otherwise provided herein with respect to Defaulting Lenders, to reduce the balance of the Advances Revolving Loans outstanding and, thereafter, to Borrower Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under applicable law. If one or more Advances consisting of LIBOR Rate Loans are outstanding, along with Advances consisting of Base Rate Loans, all payments applied to Advances under this Section 2.4(b)(i(iii) or under Section 2.4(e) (so long as no At any time that an Application Event has occurred and is continuing)continuing and except as otherwise provided herein with respect to Defaulting Lenders, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied first as follows: (A) first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to Agent under the Loan Documents and to pay interest and principal on Extraordinary Advances that are held solely by Agent pursuant to the terms of Section 2.3(d)(iv), until paid in full, (B) second, to pay any fees or premiums then due to Agent under the Loan Documents, until paid in full, (C) third, to pay interest due in respect of all Protective Advances, until paid in full, (D) fourth, to pay the principal of all Protective Advances, until paid in full, (E) fifth, ratably, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to any of the Lenders under the Loan Documents, until paid in full, DB1/ 121979154.7 58 (F) sixth, ratably, to pay any fees or premiums then due to any of the Lenders under the Loan Documents, until paid in full, (G) seventh, to pay interest accrued in respect of the Swing Loans, until paid in full, (H) eighth, to pay the principal of all Swing Loans, until paid in full, (I) ninth, ratably, to pay interest accrued in respect of the Revolving Loans (other than Protective Advances and Swing Loans), until paid in full, (J) tenth, ratably i. ratably, to pay the principal of all Revolving Loans (other than Protective Advances and Swing Loans), until paid in full, ii. to Agent, to be held by Agent, for the benefit of Issuing Bank (and for the ratable benefit of each of the Lenders that have an obligation to pay to Agent, for the account of Issuing Bank, a share of each Letter of Credit Disbursement), as cash collateral in an amount up to 105% of such Base Rate Loans outstanding and then the Letter of Credit Usage (to the principal amount of extent permitted by applicable law, such LIBOR Rate Loans outstanding, and if there is more than 1 such LIBOR Rate Loan outstanding, then the payments cash collateral shall be applied to the reimbursement of any Letter of Credit Disbursement as and when such LIBOR Rate Loans disbursement occurs and, if a Letter of Credit expires undrawn, the cash collateral held by Agent in respect of such Letter of Credit shall, to the order extent permitted by applicable law, be reapplied pursuant to this Section 2.4(b)(iii), beginning with tier (A) hereof), iii. ratably, to (y) the Bank Product Providers based upon amounts then certified by each applicable Bank Product Provider to Agent (in form and substance satisfactory to Agent) to be due and payable to such Bank Product Provider on account of Bank Product Obligations, and (z) with any balance to be paid to Agent, to be held by Agent, for the ratable benefit of the occurrence Bank Product Providers, as cash collateral (which cash collateral may be released by Agent to the applicable Bank Product Provider and applied by such Bank Product Provider to the payment or reimbursement of any amounts due and payable with respect to Bank Product Obligations owed to the applicable Bank Product Provider as and when such amounts first become due and payable and, if and at such time as all such Bank Product Obligations are paid or otherwise satisfied in full, the cash collateral held by Agent in respect of such Bank Product Obligations shall be reapplied pursuant to this Section 2.4(b)(iii), beginning with tier (A) hereof, (K) eleventh, to pay any other Obligations other than Obligations owed to Defaulting Lenders (including being paid, ratably, to the Bank Product Providers on account of all amounts then due and payable in respect of Bank Product Obligations, with any balance to be paid to Agent, to be held by Agent, for the ratable benefit of the last day Bank Product Providers, as cash collateral (which cash collateral may be released by Agent to the applicable Bank Product Provider and applied by such Bank Product Provider to the payment or reimbursement of any amounts due and payable with respect to Bank Product Obligations owed to the Interest Periods for applicable Bank Product Provider as and when such Advances.amounts first become due and payable and, if and at such time as all such Bank Product Obligations are paid or otherwise satisfied in full, the cash collateral held by Agent in respect of such Bank Product Obligations shall be reapplied pursuant to this Section 2.4(b)(iii), beginning with tier (A) hereof), (L) twelfth, ratably to pay any Obligations owed to Defaulting Lenders; and