Common use of Apportionment, Application and Reversal of Payments Clause in Contracts

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent from the Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Advances) and sixth, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lenderi) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Agent Agent. So long as no Event of Default has occurred and all is continuing, except as otherwise provided with respect to defaulting Lenders, such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied: first, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities fees or expense reimbursements then due to the Agent or S&A Agent from Borrower under this Agreement or the Borrowerother Loan Documents (collectively, "Reimbursable Agent Expenses"); second, to pay any fees or expense reimbursements then due to the Lenders from Borrower under this Agreement or the Borrowerother Loan Documents (collectively, "Reimbursable Lender Expenses"); third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Advances; fourth, to pay or prepay the outstanding principal of the Non-Ratable Loans and Protective Tranche B Advances; fifth, to pay or prepay the outstanding principal of Tranche A Advances; and sixth, ratably to pay any other Obligations due to Agent, S&A Agent, or any Lender by Borrower. (ii) Upon the Revolving Loans occurrence and during the continuation of an Event of Default, except as otherwise provided with respect to defaulting Lenders, all Collections and other proceeds in respect of Collateral shall be applied: first, ratably, to pay Reimbursable Agent Expenses; second, to pay the Reimbursable Lender Expenses; third, to pay interest due in respect of all Tranche A Advances; fourth, to pay the outstanding principal of all Tranche A Advances; fifth, to pay interest due in respect of all Tranche B Advances; sixth, to pay the outstanding principal of Tranche B Advances; and seventh, ratably to pay any other Obligations due to Agent, S&A Agent, or any Lender by Borrower. (iii) All Collections applied pursuant to Subsections (i) or (ii) above shall, within each category of application, be apportioned ratably among those Lenders having a Pro Rata Share of the Tranche A Advances or of the Tranche B Advances, as applicable, to which such amounts are to be applied (other than Non-Ratable Loans fees designated for the sole and Protective Advancesseparate account of Agent or S&A Agent). (iv) and sixth, If Agent determines at any time that any amount received by Agent under this Agreement must be returned to the payment of Borrower or paid to any other Obligation including Person pursuant to any amounts relating to Bank Products due to the Agent requirement at law, court order or otherwise, then, notwithstanding any Lender other term or any condition of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor will not be required to distribute any Lender shall apply any payments which it receives portion thereof to any LIBOR Revolving LoanLender. In addition, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled will repay to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to on demand any portion of the Obligationssuch amount that Agent previously has distributed to such Lender, together with interest at such rate, if any, as Agent is required to pay to Borrower or such other Person, without set-off, counterclaim or deduction of any kind.

Apportionment, Application and Reversal of Payments. Principal Except as otherwise expressly provided herein, principal and interest payments shall be apportioned ratably among the Lenders to which such payment is owed (according to the unpaid principal balance of the Loans to which such payments relate owed are held by each such Lender) and payments of the fees shall, as applicable, be apportioned ratably (or other applicable share as provided herein) among the LendersLenders to which such payment is owed, except for fees payable solely to the Agent, any Arranger or the applicable Letter of Credit Issuer. All payments shall be remitted Whenever any payment received by the Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Agent and all the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received shall be distributed by the Agent, shall Agent and applied by the Agent and the Lenders in the order of priority set forth in Section 10.3. If the Agent receives funds for application to the Obligations of the Obligors under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent from the Borrower; secondmay, but shall not be obligated to, elect to pay any fees or expense reimbursements then due distribute such funds to each of the Lenders from the Borrower; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Advances; fourth, to pay or prepay principal accordance with such Lender’s Pro Rata Share of the Non-Ratable Loans and Protective Advances; fifthAggregate Revolver Outstandings at such time, to pay in repayment or prepay principal prepayment of such of the Revolving outstanding Loans (or other than Non-Ratable Loans and Protective Advances) and sixth, Obligations then owing to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the Borrowersuch Lender. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, Loan or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent Loans and, in such event, the Borrower shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender pay LIBOR breakage losses in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in accordance with Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations5.4.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) ), and payments of fees, except as otherwise provided herein or in the fees shallFee Letter, as applicable, shall be apportioned ratably among the Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be appliedapplied ratably among Lenders, ratably, subject to in accordance with the provisions of this Agreement, Agreement as follows: first, to pay any fees, indemnities or expense reimbursements then due to the Agent from the Borrower; second, to pay any fees or expense reimbursements (other than amounts related to Product Obligations) then due to the Agent and Lenders from the BorrowerBorrowers; thirdsecond, to pay interest due from Borrowers in respect of all Revolving Loans, including Non-Ratable Loans Swingline Loans, Overadvances, and Protective AdvancesAgent Loans; fourththird, to pay or prepay principal of the Non-Ratable Swingline Loans and Protective AdvancesAgent Loans; fifthfourth, ratably (i) to pay or prepay principal of the Revolving Loans (other than Non-Ratable Swingline Loans and Protective AdvancesAgent Loans, but including Overadvances) and sixthunpaid reimbursement obligations in respect of Letters of Credit and to pay as cash collateral or a Supporting Letter of Credit in an amount equal to 105% of the outstanding LC Amount (to the extent not supported by a Supporting Letter of Credit in such amount or the LC Exposure with respect thereto is not Cash Collateralized LC Exposure) and (ii) up to the amount of the Aggregate Bank Product Reserve established prior to the occurrence of, and not in contemplation of, such payment, ratably (based on the Bank Product Reserve established for each Bank Product of a Bank Product Provider), to the Bank Product Providers for which a Bank Product Reserve has been established on account of all amounts then due and payable in respect of Product Obligations of such Bank Product Provider applicable to such Bank Product, with any balance to be paid to Agent, to be held by Agent, for the ratable benefit (based on the Bank Product Reserve established for each Bank Product of a Bank Product Provider) of the Bank Product Providers for which a Bank Product Reserve has been established, as cash collateral (which cash collateral shall be applied, ratably (based on the Bank Product Reserve established for each Bank Product of a Bank Product Provider), to the payment or reimbursement of any amounts due and payable with respect to such Product Obligations of such Bank Product Provider applicable to such Bank Product as and when such amounts first become due and payable and, if any such Product Obligation is paid or otherwise satisfied in full, the cash collateral held by Agent in respect of such Product Obligation shall be reapplied pursuant to this Section 3.4.2, beginning with the first clause hereof; and fifth, to the payment of any other Obligation (including any amounts relating to Bank Products Product Obligations not covered under the fourth clause hereof) due to the Agent or any Lender or any of their Affiliates by the BorrowerBorrowers. Notwithstanding anything Any amount applied to the contrary contained principal of the Loans shall be applied first, to pay or prepay principal of Base Rate Portions, and second, to pay principal of LIBOR Portions in this Agreement, unless so directed by the Borrower, or unless chronological order of expiration of the Interest Periods thereof. After the occurrence and during the continuance of an Event of Default has occurred and is continuingDefault, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The between Agent and the Lenders Borrowers, Agent shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds payments and payments to collections received at any portion of time or times hereafter by Agent against the Obligations, in such manner as Agent may deem advisable to comply with this subsection 3.4.2, notwithstanding any entry by Agent or any Lender upon any of its books and records. Nothing contained herein shall affect Agent's right to apply cash collateral to LC Obligations as provided in subsection 1.2.11.

Apportionment, Application and Reversal of Payments. Principal Except as otherwise expressly provided herein, principal and interest payments shall be apportioned ratably among the Lenders to which such payment is owed (according to the unpaid principal balance of the Term Loans to which such payments relate owed are held by each such Lender) and payments of the fees shall, as applicable, be apportioned ratably (or other applicable share as provided herein) among the Lenders. All payments shall be remitted Lenders to the Agent and all which such payments not relating to principal or interest of specific Loanspayment is owed, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent from the Borrower; second, to pay any except for fees or expense reimbursements then due to the Lenders from the Borrower; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Advances) and sixth, to the payment of any other Obligation including any amounts relating to Bank Products due payable solely to the Agent or any Lender Arranger. Whenever any payment received by the Agent under this Agreement or any of their Affiliates the other Loan Documents is insufficient to pay in full all amounts due and payable to the Agent and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the BorrowerAgent and applied by the Agent and the Lenders in the order of priority set forth in Section 10.3. If the Agent receives funds for application to the Obligations of the Obligors under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Lender’s Pro Rata Share of the outstanding Term Loans at such time, in repayment or prepayment of such of the outstanding Term Loans or other Obligations then owing to such Lender. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving SOFR Rate Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR SOFR Rate Loan, Loan or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent Loans and, in such event, the Borrower shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender pay SOFR breakage losses in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in accordance with Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations5.4.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Revolving Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among Lenders. Notwithstanding the Lendersforegoing, if a Defaulting Lender obtains a payment or reduction of any Obligation, it shall immediately turn over the full amount thereof to Agent for application pursuant to this Agreement and it shall provide a written statement to Agent describing the Obligation affected by such payment or reduction. No Lender shall set off against a deposit account of a Borrower or Guarantor without Agent’s prior written consent. All payments shall be remitted to the Agent and all such payments not relating received by Agent after acceleration of the Obligations prior to principal the Maturity Date or interest the failure of specific Loans, or not constituting payment of specific feesthe Borrowers to Pay in Full the Obligations on the Maturity Date, and all proceeds of Accounts or other Collateral received by the Agent, in each case shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements (excluding, however, any such amounts relating to Bank Products) then due and payable under the Loan Documents to the Agent from the BorrowerBorrowers (and all Non-Ratable Loans, Agent Advances, and other Revolving Loans and participations that a Defaulting Lender has failed to settle or fund); second, to pay any fees or expense reimbursements then due and payable under the Loan Documents to the Lenders from the BorrowerBorrowers; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit; and sixth, to the payment of any other Obligation (including any amounts relating to Bank Products Products) due and payable under the Loan Documents to the Agent or any Lender or any of their Affiliates by the BorrowerBorrowers. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or Accounts, or, except as provided in subsection 3.3.1, other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities indemnities, or expense reimbursements (other than amounts related to Product Obligations) then due to the Agent or Lenders from the any Borrower; second, to pay any fees or expense reimbursements then interest due to the Lenders from the BorrowerBorrowers in respect of all Loans, including Swingline Loans and Agent Loans; third, to pay interest due in respect or prepay principal of all Revolving Loans, including Non-Ratable Swingline Loans and Protective AdvancesAgent Loans; fourth, to pay or prepay principal of the Non-Ratable Revolving Credit Loans (other than Swingline Loans and Protective AdvancesAgent Loans) and unpaid reimbursement obligations in respect of Letters of Credit; fifth, to pay or prepay principal an amount to Agent equal to all outstanding Letter of Credit Obligations to be held as cash Collateral for such Obligations (in an amount of 105% of the Revolving Loans (other than Non-Ratable Loans and Protective Advances) and aggregate amount thereof); sixth, to the payment of any other Obligation including any (other than amounts relating related to Bank Products Product Obligations) due to the Agent or any Lender or by any Borrower; and seventh, to pay any amounts owing in respect of their Affiliates by Product Obligations. As between Agent and Borrowers, after the Borrower. Notwithstanding anything to occurrence and during the contrary contained in this Agreement, unless so directed by the Borrower, or unless continuance of an Event of Default has occurred and is continuingDefault, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds payments and payments to collections received at any portion of time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records.

Apportionment, Application and Reversal of Payments. Principal Except as otherwise expressly provided herein, principal and interest payments shall be apportioned ratably among the Lenders to which such payment is owed (according to the unpaid principal balance of the Loans to which such payments relate owed are held by each such Lender) and payments of the fees shall, as applicable, be apportioned ratably (or other applicable share as provided herein) among the LendersLenders to which such payment is owed, except for fees payable solely to the Agent, any Arranger or the applicable Letter of Credit Issuer. All payments shall be remitted Whenever any payment received by the Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Agent and all the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received shall be distributed by the Agent, shall Agent and applied by the Agent and the Lenders in the order of priority set forth in Section 10.3. If the Agent receives funds for application to the Obligations of the Obligors under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent from the Borrower; secondmay, but shall not be obligated to, elect to pay any fees or expense reimbursements then due distribute such funds to each of the Lenders from the Borrower; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Advances; fourth, to pay or prepay principal accordance with such Lender’s Pro Rata Share of the Non-Ratable Loans and Protective Advances; fifthAggregate Revolver Outstandings at such time, to pay in repayment or prepay principal prepayment of such of the Revolving outstanding Loans (or other than Non-Ratable Loans and Protective Advances) and sixth, Obligations then owing to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the Borrowersuch Lender. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Term Benchmark Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, Term Benchmark Loan or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent Loans and, in such event, the Borrower shall promptly distribute to each Lender, pay any additional amounts required pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations5.4.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or Accounts, or, except as provided in subsection 3.3.1, other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities indemnities, or expense reimbursements (other than amounts related to Product Obligations) then due to the Agent or Lenders from the BorrowerBorrowers; second, to pay any fees or expense reimbursements then interest due to the Lenders from the BorrowerBorrowers in respect of all Loans, including Agent Loans; third, to pay interest due in respect or prepay principal of all Revolving Agent Loans, including Non-Ratable Loans and Protective Advances; fourth, to pay or prepay principal of the Non-Ratable Revolving Credit Loans (other than Agent Loans) and Protective Advancesunpaid reimbursement obligations in respect of Letters of Credit; fifth, to pay or prepay principal an amount to Agent equal to all outstanding Letter of the Revolving Loans (other than Non-Ratable Loans and Protective Advances) and Credit Obligations to be held as cash Collateral for such Obligations; sixth, to the payment of any other Obligation including any (other than amounts relating related to Bank Products Product Obligations) due to the Agent or any Lender by Borrowers; and seventh, to pay any fees, indemnities or any expense reimbursements related to Product Obligations. After the occurrence and during the continuance of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuingDefault, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds payments and payments to collections received at any portion of time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or Accounts, or, except as provided in subsection 3.3.1, other Collateral received by the Agent, including without limitation all amounts deposited in a Dominion Account, shall be applied, ratably, subject to the provisions of this AgreementAgreement and whether or not an Event of Default exists, first, to pay any fees, indemnities indemnities, or expense reimbursements (other than amounts related to Product Obligations) then due to the Agent or Lenders from the any Borrower; second, to pay any fees or expense reimbursements then interest due to the Lenders from the BorrowerBorrowers in respect of all Loans, including Swingline Loans and Agent Loans; third, to pay interest due in respect or prepay principal of all Revolving Loans, including Non-Ratable Swingline Loans and Protective AdvancesAgent Loans; fourth, to pay or prepay principal of the Non-Ratable Revolving Credit Loans (other than Swingline Loans and Protective AdvancesAgent Loans) and unpaid reimbursement obligations in respect of Letters of Credit; fifth, to pay or prepay principal an amount to Agent equal to all outstanding Letter of Credit Obligations to be held as cash Collateral for such Obligations (in an amount of 105% of the Revolving Loans (other than Non-Ratable Loans and Protective Advances) and aggregate amount thereof); sixth, to the payment of any other Obligation including any (other than amounts relating related to Bank Products Product Obligations) due to the Agent or any Lender or by any Borrower; and seventh, to pay any amounts owing in respect of their Affiliates by Product Obligations. As between Agent and Borrowers, after the Borrower. Notwithstanding anything to occurrence and during the contrary contained in this Agreement, unless so directed by the Borrower, or unless continuance of an Event of Default has occurred and is continuingDefault, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds payments and payments to collections received at any portion of time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans held by each Lender and to which such payments relate held by each Lenderrelate) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to the Agent and except as provided in Section 11.1(b). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement and the Intercreditor Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent from the BorrowerBorrowers; second, to pay any fees or expense reimbursements then due to the Lenders from the BorrowerBorrowers; third, to pay interest then due in respect of all Revolving on the Term Loans, including Non-Ratable Loans and Protective Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective AdvancesTerm Loans; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Advances) and sixth, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred Borrowers; and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receivesixth, subject to a Settlement delay as provided for in Section 2.2(j)the Intercreditor Agreement, upon request by the Borrowers, to the Borrowers. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the ObligationsObligations in accordance with this Agreement.

Apportionment, Application and Reversal of Payments. Principal Except as otherwise provided with respect to Defaulting Lenders, principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans Obligations to which such payments relate held by each individual Lender) and payments of the fees (other than fees designated for Agent's sole and separate account) shall, as applicable, be apportioned ratably among the LendersLenders having a Pro Rata Share of the type of credit facility as to which the particular fee is applicable. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, Obligations or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to applied as in the provisions of this Agreement, first, following order: (i) to pay any fees, indemnities fees or expense reimbursements then due to the Agent from the Borrower; second, Borrowers, (ii) to pay any fees or expense reimbursements then due to the Lenders from the Borrower; third, Borrowers, (iii) to pay interest due in respect of all Revolving Loans, outstanding Advances (including Non-Ratable Swing Loans and Protective Agent Advances; fourth), (iv) to pay fees, charges, commissions, and costs in respect of all outstanding Letters of Credit, (v) to pay or prepay principal of the Non-Ratable Loans and Protective Agent Advances; fifth, , (vi) to pay or prepay principal of the Revolving Loans all outstanding Advances that are Base Rate Advances (other than Non-Ratable Loans and Protective Agent Advances) and sixth), such prepayment to be made, first, to the payment outstanding Swing Loans that are Base Rate Advances and, second, to all other outstanding Advances that are Base Rate Advances, (vii) to pay principal of any other Obligation including any amounts relating all outstanding Advances that are LIBOR Rate Advances, such prepayment to Bank Products due be made, first, to the Agent or any Lender or any of their Affiliates by the Borrower. Notwithstanding anything outstanding Swing Loans that are LIBOR Rate Advances and, second, to the contrary contained in this Agreement, unless so directed by the Borrower, or unless all other outstanding Advances that are LIBOR Rate Advances, (viii) if an Event of Default has occurred and is continuing, neither to provide cash collateral to be held by Agent, for the Agent nor ratable benefit of those Lenders having a Pro Rata Share of the Letters of Credit, in an amount equal to 105% of the maximum amount of the Lender Group's obligations under Letters of Credit, (ix) ratably to pay any other Obligations due to Agent, or any Lender shall apply any payments which it receives by Borrowers, and (x) to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, Borrowers and only wired to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the ObligationsDesignated Account.

Apportionment, Application and Reversal of Payments. Principal Except as otherwise expressly provided herein, principal and interest payments shall be apportioned ratably among the Lenders to which such payment is owed (according to the unpaid principal balance of the Term Loans to which such payments relate owed are held by each such Lender) and payments of the fees shall, as applicable, be apportioned ratably (or other applicable share as provided herein) among the Lenders. All payments shall be remitted Lenders to the Agent and all which such payments not relating to principal or interest of specific Loanspayment is owed, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent from the Borrower; second, to pay any except for fees or expense reimbursements then due to the Lenders from the Borrower; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Advances) and sixth, to the payment of any other Obligation including any amounts relating to Bank Products due payable solely to the Agent or any Lender Arranger. Whenever any payment received by the Agent under this Agreement or any of their Affiliates the other Loan Documents is insufficient to pay in full all amounts due and payable to the Agent and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the BorrowerAgent and applied by the Agent and the Lenders in the order of priority set forth in Section 10.3. If the Agent receives funds for application to the Obligations of the Obligors under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such Xxxxxx’s Pro Rata Share of the outstanding Term Loans at such time, in repayment or prepayment of such of the outstanding Term Loans or other Obligations then owing to such Lender. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving SOFR Rate Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR SOFR Rate Loan, Loan or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent Loans and, in such event, the Borrower shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender pay SOFR breakage losses in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in accordance with Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations5.4.

Apportionment, Application and Reversal of Payments. Principal Except as otherwise expressly provided herein, principal and interest payments shall be apportioned ratably among the Lenders to which such payment is owed (according to the unpaid principal balance of the Loans to which such payments relate owed are held by each such Lender) and payments of the fees shall, as applicable, be apportioned ratably (or other applicable share as provided herein) among the LendersLenders to which such payment is owed, except for fees payable solely to the Agent, any Arranger or the applicable Letter of Credit Issuer. All payments shall be remitted Whenever any payment received by the Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Agent and all the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received shall be distributed by the Agent, shall Agent and applied by the Agent and the Lenders in the order of priority set forth in Section 10.3. If the Agent receives funds for application to the Obligations of the Obligors under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent from the Borrower; secondmay, but shall not be obligated to, elect to pay any fees or expense reimbursements then due distribute such funds to each of the Lenders from the Borrower; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Advances; fourth, to pay or prepay principal accordance with such Xxxxxx’s Pro Rata Share of the Non-Ratable Loans and Protective Advances; fifthAggregate Revolver Outstandings at such time, to pay in repayment or prepay principal prepayment of such of the Revolving outstanding Loans (or other than Non-Ratable Loans and Protective Advances) and sixth, Obligations then owing to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the Borrowersuch Lender. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, Loan or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent Loans and, in such event, the Borrower shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender pay LIBOR breakage losses in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in accordance with Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations5.4.

Apportionment, Application and Reversal of Payments. Principal Except as otherwise required pursuant to Section 2.1.3 or 2.20, principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) as set forth in this Article II and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to the Agent or the LC Issuer and except as provided in Section 2.10(c). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, Loans or not constituting payment of specific feesfees as specified by the Borrower, and all proceeds of Accounts or other any Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities indemnities, or expense reimbursements including amounts then due to the Agent from the Borrower; Borrower (other than in connection with Banking Services or Rate Management Obligations), second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; Borrower (other than in connection with Banking Services or Rate Management Obligations), third, to pay interest due in respect of all Revolving the Protective Advances, fourth, to pay the principal of the Protective Advances, fifth, to pay interest due in respect of the Non-Ratable Loans, including sixth, to pay interest due in respect of the Revolving Loans and Swingline Loans (other than Non-Ratable Loans and Protective Advances; fourth), seventh, to pay or prepay principal of the Non-Ratable Loans and Protective Advances; fifthLoans, eighth, to pay or prepay principal of the Revolving Loans and Swingline Loans (other than Non-Ratable Loans and Protective Advances) and sixthunpaid reimbursement obligations in respect of Facility LCs, ninth, to pay an amount to the Agent equal to one hundred five percent (105%) of the aggregate undrawn face amount of all outstanding Facility LCs and the aggregate amount of any unpaid reimbursement obligations in respect of Facility LCs, to be held as cash collateral for such Obligations, tenth, to payment of any amounts owing with respect to Banking Services and Rate Management Obligations, and eleventh, to the payment of any other Secured Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of a Default has occurred and is continuingin existence, neither the Agent nor any Lender shall apply any payments payment which it receives to any LIBOR Revolving Eurodollar Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, Eurodollar Loan or (b) in the event, and only to the extent, that there are no outstanding Base Floating Rate Revolving Loans. The Agent Loans and, in any event, the Borrower shall promptly distribute to each Lender, pursuant to pay the applicable wire transfer instructions received from each Lender Eurodollar breakage losses in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in accordance with Section 2.2(j)3.4. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations, so long as due in the same order provided herein.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to Agent and the Letter of Credit Issuer and except as provided in Section 11.1(b). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements (excluding any amounts relating to Bank Products) then due to the Agent from the Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Swing Line Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Non-Ratable Swing Line Loans and Protective Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Swing Line Loans and Protective Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit; sixth, to pay an amount to Agent equal to all outstanding Letter of Credit Obligations to be held as cash collateral for such Obligations; and seventh, to the payment of any other Obligation (including any all amounts relating with respect to Bank Products Products) due to the Agent or any Lender or any of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Eurodollar Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Eurodollar Revolving Loan, or (b) in the event, and only to the extent, that there are no outstanding Alternate Base Rate Revolving Loans. The Agent Loans and, in any event, the Borrower shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender pay Eurodollar breakage losses in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in accordance with Section 2.2(j)4.4. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements (excluding, however, any such amounts relating to Bank Products) then due to the Agent from the BorrowerBorrowers; second, to pay any fees or expense reimbursements then due to the Lenders from the BorrowerBorrowers; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit; and sixth, to the payment of any other Obligation (including any amounts relating to Bank Products Products) due to the Agent or any Lender or any of their Affiliates by the BorrowerBorrowers. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the BorrowerBorrowers, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Revolving Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section subparagraph 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal Aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent from the Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Advances; fourth, to pay or prepay principal of the Non-Ratable Loans Loans; and Protective Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Advances) and sixth, to the payment of any other Obligation including any amounts relating to Bank Products Obligations due to the Agent or any Lender or any of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuingoutstanding, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Rate Loan, except (a) on the expiration date of the Interest LIBOR Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Revolving Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among Lenders. Notwithstanding the Lendersforegoing, if a Defaulting Lender obtains a payment or reduction of any Obligation, it shall immediately turn over the full amount thereof to Agent for application pursuant to this Agreement and it shall provide a written statement to Agent describing the Obligation affected by such payment or reduction. No Lender shall set off against a deposit account of a Borrower or Guarantor without Agent's prior written consent. All payments shall be remitted to the Agent and all such payments not relating received by Agent after acceleration of the Obligations prior to principal the Maturity Date or interest the failure of specific Loans, or not constituting payment of specific feesthe Borrowers to Pay in Full the Obligations on the Maturity Date, and all proceeds of Accounts or other Collateral received by the Agent, in each case shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements (excluding, however, any such amounts relating to Bank Products) then due and payable under the Loan Documents to the Agent from the BorrowerBorrowers (and all Non-Ratable Loans, Agent Advances, and other Revolving Loans and participations that a Defaulting Lender has failed to settle or fund); second, to pay any fees or expense reimbursements then due and payable under the Loan Documents to the Lenders from the BorrowerBorrowers; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit; and sixth, to the payment of any other Obligation (including any amounts relating to Bank Products Products) due and payable under the Loan Documents to the Agent or any Lender or any of their Affiliates by the BorrowerBorrowers. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal Except as otherwise required pursuant to Section 2.20, principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) as set forth in this Article II and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to the Agent or the LC Issuer and except as provided in Section 2.10(c). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, Loans or not constituting payment of specific feesfees as specified by the Borrower Representative, and all proceeds of Accounts or other any Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities indemnities, or expense reimbursements including amounts then due to the Agent from the Borrower; Borrower (other than in connection with Rate Management Transactions and Banking Services), second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; Borrower (other than in connection with Rate Management Transactions and Bank Services), third, to pay interest due in respect of all Revolving Loansthe Overadvances and Protective Advances, including fourth, to pay the principal of the Overadvances and Protective Advances, fifth, to pay interest due in respect of the Non-Ratable Loans, sixth, to pay interest due in respect of the Revolving Loans and Swingline Loans (other than Non-Ratable Loans, Overadvances and Protective Advances; fourth), seventh, to pay or prepay principal of the Non-Ratable Loans and Protective Advances; fifthLoans, eighth, to pay or prepay principal of the Revolving Loans and Swingline Loans (other than Non-Ratable Loans Loans, Overadvances and Protective Advances) and sixthunpaid reimbursement obligations in respect of Facility LCs, ninth, to pay an amount to the Agent equal to one hundred five percent (105%) of the aggregate undrawn face amount of all outstanding Facility LCs and the aggregate amount of any unpaid reimbursement obligations in respect of Facility LCs, to be held as cash collateral for such Obligations, tenth, to pay interest due in respect of the Term Loans, eleventh, to pay principal due in respect of the Term Loans, twelfth, to payment of any amounts owing with respect to obligations of the Loan Parties in respect of any Rate Management Transactions (including Commodity Hedging Agreements) and Banking Services that are secured by the Collateral, and thirteenth, to the payment of any other Secured Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the BorrowerBorrower Representative, or unless an Event of a Default has occurred and is continuingin existence, neither the Agent nor any Lender shall apply any payments payment which it receives to any LIBOR Revolving Term Benchmark Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, Term Benchmark Loan or (b) in the event, and only to the extent, that there are no outstanding Base Floating Rate Revolving Loans. The Agent Loans and, in any event, the Borrower shall promptly distribute to each Lender, pursuant to pay the applicable wire transfer instructions received from each Lender Euro Term Benchmark breakage losses in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in accordance with Section 2.2(j)3.4. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to Agent and the Letter of Credit Issuer and except as provided in Section 11.1(b). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, : first, to pay any fees, indemnities or expense reimbursements then due to the Agent from the Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit; sixth, to pay an amount to Agent equal to all outstanding Obligations in respect of Letters of Credit to be held as cash collateral for such Obligations; and seventh, to the payment of any other Obligation (including any amounts relating to Bank Products Products) due to the Agent or any Lender or any of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Rate Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent Loans and, in any event, the Borrower shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender pay LIBOR breakage losses in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in accordance with Section 2.2(j)4.4. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal Except as otherwise expressly provided herein, principal and interest payments shall be apportioned ratably among the Lenders to which such payment is owed (according to the unpaid principal balance of the Loans to which such payments relate owed are held by each such Lender) and payments of the fees shall, as applicable, be apportioned ratably (or other applicable share as provided herein) among the LendersLenders to which such payment is owed, except for fees payable solely to the Agent, any Arranger or the applicable Letter of Credit Issuer. All payments shall be remitted Whenever any payment received by the Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Agent and all the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received shall be distributed by the Agent, shall Agent and applied by the Agent and the Lenders in the order of priority set forth in Section 10.3. If the Agent receives funds for application to the Obligations of the Obligors under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent from the Borrower; secondmay, but shall not be obligated to, elect to pay any fees or expense reimbursements then due distribute such funds to each of the Lenders from the Borrower; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Advances; fourth, to pay or prepay principal accordance with such Xxxxxx’s Pro Rata Share of the Non-Ratable Loans and Protective Advances; fifthAggregate Revolver Outstandings at such time, to pay in repayment or prepay principal prepayment of such of the Revolving outstanding Loans (or other than Non-Ratable Loans and Protective Advances) and sixth, Obligations then owing to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the Borrowersuch Lender. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Term Benchmark Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, Term Benchmark Loan or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent Loans and, in such event, the Borrower shall promptly distribute to each Lender, pay any additional amounts required pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations5.4.

Apportionment, Application and Reversal of Payments. Principal Except as otherwise required pursuant to the provisions of this Agreement, principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) as set forth in this Article II and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to the Agent and the LC Issuer and except as provided in this Article II. All payments (other than those collected pursuant to Section 16.2) shall be remitted to the Agent Agent, Canadian Correspondent Lender or UK Correspondent Lender, as the case may be, and all such payments not relating to principal or interest of specific Loans, Loans or not constituting payment of specific feesfees as specified by the Domestic Borrower or otherwise, and all proceeds of Accounts or other any Collateral received by the Agent, Canadian Correspondent Lender, or UK Correspondent Lender, as the case may be, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities indemnities, or expense reimbursements including amounts then due to the Agent from the Borrower; applicable Borrower (other than in connection with Banking Services or Rate Management Obligations), second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; applicable Borrower (other than in connection with Banking Services or Rate Management Obligations), third, to pay interest due in respect of all Revolving such Borrower’s Loans, including Non-Ratable Loans Loans, Overadvances and Protective Advances; , fourth, to pay or prepay principal of the Non-Ratable Loans Loans, Overadvances and Protective Advances; , fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans Loans, Overadvances and Protective Advances) and unpaid reimbursement obligations in respect of Facility LCs, sixth, to pay an amount to the Agent equal to one hundred five percent (105%) of the aggregate undrawn face amount of all outstanding Facility LCs and the aggregate amount of any unpaid reimbursement obligations in respect of Facility LCs, to be held as cash collateral for such Obligations, seventh, to payment of any amounts owing with respect to Banking Services and Rate Management Obligations, and eighth, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Domestic Borrower, or unless an Event of a Default has occurred and is continuingin existence, neither the Agent nor any Lender shall apply any payments payment which it receives to any LIBOR Revolving Fixed Rate Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Fixed Rate Loan, Loan or (b) in the event, and only to the extent, that there are no outstanding Base Floating Rate Revolving Loans. The Agent shall promptly distribute to each LenderLoans and, pursuant to in any event, the applicable wire transfer instructions received from each Lender Borrower shall pay the breakage losses in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in accordance with Section 2.2(j)3.4. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations. Furthermore, notwithstanding anything to the contrary contained in this Agreement, in no event shall any payment made by a Canadian Loan Party or a UK Loan Party for any reason whatsoever or any proceeds of Collateral owned by the Canadian Borrower or the UK Borrower be applied to any Obligation other than the Canadian Obligations or the UK Obligations.

Apportionment, Application and Reversal of Payments. Principal Except as otherwise required pursuant to Section 2.1.3 or 2.20, principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) as set forth in this Article II and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to the Agent or the LC Issuer and except as provided in Section 2.10(c). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, Loans or not constituting payment of specific feesfees as specified by the Borrower, and all proceeds of Accounts or other any Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities indemnities, or expense reimbursements including amounts then due to the Agent from the Borrower; Borrower (other than in connection with Banking Services or Rate Management Obligations), second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; Borrower (other than in connection with Banking Services or Rate Management Obligations), third, to pay interest due in respect of all Revolving the Protective Advances, fourth, to pay the principal of the Protective Advances, fifth, to pay interest due in respect of the Non-Ratable Loans, including sixth, to pay interest due in respect of the Revolving Loans and Swingline Loans (other than Non-Ratable Loans and Protective Advances; fourth), seventh, to pay or prepay principal of the Non-Ratable Loans and Protective Advances; fifthLoans, eighth, to pay or prepay principal of the Revolving Loans and Swingline Loans (other than Non-Ratable Loans and Protective Advances) and sixthunpaid reimbursement obligations in respect of Facility LCs, ninth, to pay an amount to the Agent equal to one hundred five percent (105%) of the aggregate undrawn face amount of all outstanding Facility LCs and the aggregate amount of any unpaid reimbursement obligations in respect of Facility LCs, to be held as cash collateral for such Obligations, tenth, to payment of any amounts owing with respect to Banking Services and Rate Management Obligations, and eleventh, to the payment of any other Secured Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the Borrower. Notwithstanding the foregoing amounts received from any Loan Party shall not be applied to any Excluded Rate Management Obligation of such Loan Party. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of a Default has occurred and is continuingin existence, neither the Agent nor any Lender shall apply any payments payment which it receives to any LIBOR Revolving Eurodollar Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Eurodollar Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Floating Rate Revolving Loans. The Agent Loans and, in any event, the Borrower shall promptly distribute to each Lender, pursuant to pay the applicable wire transfer instructions received from each Lender Eurodollar breakage losses in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in accordance with Section 2.2(j)3.4. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations, so long as due in the same order provided herein.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lendera) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, Collateral Agent for application to the Obligations shall be appliedapplied as set forth in Section 8.03 of the Term Credit Agreement. (b) The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, ratably, moneys or balances in accordance with the Term Credit Agreement subject to the provisions Intercreditor Agreement. Upon any sale of this AgreementCollateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), first, to pay any fees, indemnities the receipt of the purchase money by the Collateral Agent or expense reimbursements then due of the officer making the sale shall be a sufficient discharge to the Agent from purchaser or purchasers of the Borrower; second, Collateral so sold and such purchaser or purchasers shall not be obligated to pay any fees or expense reimbursements then due see to the Lenders from the Borrower; third, to pay interest due in respect application of all Revolving Loans, including Non-Ratable Loans and Protective Advances; fourth, to pay or prepay principal any part of the Non-Ratable Loans and Protective Advances; fifthpurchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. (c) If, to pay or prepay principal after receipt of the Revolving Loans (other than Non-Ratable Loans and Protective Advances) and sixth, any payment which is applied to the payment of all or any other Obligation including part of any amounts relating to Bank Products due to Obligations, the Collateral Agent or any Lender Secured Party is for any reason compelled to surrender such payment or proceeds to any person because such payment or application of their Affiliates proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible set‑off, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Borrower. Notwithstanding anything Collateral Agent or such Secured Party and the Company shall be liable to pay to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Collateral Agent and the Lenders other Secured Parties, and shall indemnify the Collateral Agent and the other Secured Parties and hold the Collateral Agent and the other Secured Parties harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 5.02(c) shall be and remain effective notwithstanding any contrary action which may have been taken by the continuing Collateral Agent or any Secured Party in reliance upon such payment or application of proceeds, and exclusive right any such contrary action so taken shall be without prejudice to apply the Collateral Agent’s and reverse the Secured Parties’ rights under this Agreement and reapply any shall be deemed to have been conditioned upon such payment or application of proceeds having become final and all such proceeds and payments to any portion irrevocable. The provisions of this Section 5.02(c) shall survive the Obligationstermination of this Agreement.

Apportionment, Application and Reversal of Payments. Principal Except as otherwise required pursuant to Section 2.20, principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) as set forth in this Article II and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to the Agent or the LC Issuer and except as provided in Section 2.10(c). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, Loans or not constituting payment of specific feesfees as specified by the Borrower Representative, and all proceeds of Accounts or other any Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities indemnities, or expense reimbursements including amounts then due to the Agent from the Borrower; Borrower (other than in connection with Rate Management Transactions and Banking Services), second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; Borrower (other than in connection with Rate Management Transactions and Bank Services), third, to pay interest due in respect of all Revolving Loansthe Overadvances and Protective Advances, including fourth, to pay the principal of the Overadvances and Protective Advances, fifth, to pay interest due in respect of the Non-Ratable Loans, sixth, to pay interest due in respect of the Revolving Loans and Swingline Loans (other than Non-Ratable Loans, Overadvances and Protective Advances; fourth), seventh, to pay or prepay principal of the Non-Ratable Loans and Protective Advances; fifthLoans, eighth, to pay or prepay principal of the Revolving Loans and Swingline Loans (other than Non-Ratable Loans Loans, Overadvances and Protective Advances) and sixthunpaid reimbursement obligations in respect of Facility LCs, ninth, to pay an amount to the Agent equal to one hundred five percent (105%) of the aggregate undrawn face amount of all outstanding Facility LCs and the aggregate amount of any unpaid reimbursement obligations in respect of Facility LCs, to be held as cash collateral for such Obligations, tenth, to pay interest due in respect of the Term Loans, eleventh, to pay principal due in respect of the Term Loans, twelfth, to payment of any amounts owing with respect to obligations of the Loan Parties in respect of any Rate Management Transactions (including Commodity Hedging Agreements) and Banking Services that are secured by the Collateral, and thirteenth, to the payment of any other Secured Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the BorrowerBorrower Representative, or unless an Event of a Default has occurred and is continuingin existence, neither the Agent nor any Lender shall apply any payments payment which it receives to any LIBOR Revolving Eurodollar Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, Eurodollar Loan or (b) in the event, and only to the extent, that there are no outstanding Base Floating Rate Revolving Loans. The Agent Loans and, in any event, the Borrower shall promptly distribute to each Lender, pursuant to pay the applicable wire transfer instructions received from each Lender Eurodollar breakage losses in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in accordance with Section 2.2(j)3.4. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to the Administrative Agent, the LC Issuer, and the Acceptance Lender, respectively, and except as provided in Section 10.13. All payments shall be remitted to the Administrative Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other any Facility Collateral received by the Administrative Agent, shall be applied, ratably, subject to the provisions of this AgreementAgreement (including, the first sentence of Section 2.11 and Section 6.32(b)) first, to pay any fees, indemnities indemnities, or expense reimbursements including amounts then due to the Agent Agents from the Borrower; Borrowers, second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; Borrowers, third, to pay interest due in respect of all the Revolving Loans, including Non-Ratable Swingline Loans and Protective Collateral Protection Advances; , fourth, to pay or prepay principal of the Non-Ratable Swingline Loans and Protective the Collateral Protection Advances; , fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Swingline Loans and Protective Collateral Protection Advances) ), unpaid Reimbursement Obligations and unpaid Acceptance Reimbursement Obligations, sixth, during the existence of any Default, to pay an amount to the Administrative Agent equal to 105% of the aggregate undrawn face amount of all outstanding Facility LCs and Acceptances, to be held as cash collateral in the Facility LC/Acceptance Collateral Account for such Obligations, seventh, to payment of any amounts owing with respect to Banking Services, and eighth, to the payment of any other Obligation including any amounts relating to Bank Products due to the any Agent or any Lender or any of their Affiliates by the BorrowerBorrowers; provided that any payment received from or proceeds of Facility Collateral of (a) any Canadian Obligated Party shall be applied only to the Canadian Obligations and (b) any U.K. Obligated Party shall be applied only to the U.K. Obligations. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the a Borrower, or unless an Event of a Default has occurred and is continuingin existence, neither the Administrative Agent nor any Lender shall apply any payments payment which it receives to any LIBOR Revolving Eurodollar Loan, except (ay) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, Eurodollar Loan or (bz) in the event, and only to the extent, that there are no outstanding Base Floating Rate Revolving LoansLoans and, in any event, the Borrowers shall pay the Eurodollar breakage losses in accordance with Section 3.4. The Agent shall promptly distribute to each Lender, pursuant Subject to the applicable wire transfer instructions received from each Lender in writingfirst sentence of Section 2.11, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The the Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. (a) Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders. All , except for fees payable solely to BofA, Wachovia, the Agents or either of them and the Letter of Credit Issuer and except as provided in Section 13.1(c). (b) Except as provided otherwise in this Agreement, all payments shall be remitted to the Administrative Agent or, if applicable, to the Collateral Agent, and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of any Obligated Party’s Accounts or any other Collateral received by the Administrative Agent or the Collateral Agent, shall be applied, ratably, subject to the other provisions of this Agreement, firstFIRST, to pay any fees, indemnities indemnities, or expense reimbursements then due to either of the Agent Agents from the Borrower; secondany Obligated Party, SECOND, to pay any fees fees, indemnities, or expense reimbursements then due to any of the Lenders Credit Providers other than the Agents from the Borrower; thirdany Obligated Party, THIRD, to pay interest then due in respect of all Revolving the Loans, including Non-Ratable Loans and Protective Agent Advances; fourth, FOURTH, to pay or prepay principal of the Non-Ratable Loans and Protective the Agent Advances; fifth, FIFTH, to pay or prepay principal of the Revolving Loans (other than the Non-Ratable Loans and Protective the Agent Advances) and sixthunpaid reimbursement obligations in respect of Letters of Credit, SIXTH, during the existence of a Default or an Event of Default, to pay an amount to the Collateral Agent equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit and the aggregate amount of any unpaid reimbursement obligations in respect of Letters of Credit, to be held as cash collateral for such Obligations, and SEVENTH, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or BofA, Wachovia, any other Lender or any of their respective Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable Obligated Parties. Subject to any such LIBOR Rate Loanitems “first” through “seventh” preceding, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations. (c) Payments received pursuant to Section 4.3(b), Section 4.3(c), Section 4.3(d) and Section 4.3(e) shall be applied, ratably, subject to the other provisions of this Agreement, in the order of priority set forth for items “first” through “fifth” of clause (b) preceding at any time other than during the existence of a Default or an Event of Default, and during the existence of any Default or Event of Default, as specified in clause (b) preceding. (d) Notwithstanding anything to the contrary contained in this Agreement, unless so directed by a Borrower, or unless an Event of Default is in existence, neither the Administrative Agent nor any Lender shall apply any payment which it receives to any LIBOR Rate Revolving Loan, except (i) on the expiration date of the Interest Period applicable to any such LIBOR Rate Revolving Loan or (ii) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans and, in any such event, the Borrowers shall pay the LIBOR breakage losses in accordance with Section 5.4.

Apportionment, Application and Reversal of Payments. Principal Aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Revolving Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Revolving Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements including any amounts relating to ACH Transactions then due to the Agent from the BorrowerBorrower (provided, however, that the amount of ACH Transactions shall not exceed $1,000,000); second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable BABC Loans and Protective Agent Advances, and to pay interest and any fees then due to the L/C Issuer in respect of Letters of Credit; fourth, to pay or prepay principal of the Non-Ratable BABC Loans and Protective Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable BABC Loans and Protective Agent Advances) and unpaid reimbursement obligations owing to the Lenders in respect of Letters of Credit; and sixth, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the Borrower, including any unpaid amounts owing for ACH Transactions. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuingoutstanding, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Revolving Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, shall be apportioned ratably among payable solely to the LendersLender (except for fees payable to the Letter of Credit Issuer if different than the Lender). All payments shall be remitted to the Agent Lender and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the AgentLender, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent Lender from the BorrowerBorrowers; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective Advances; fifththird, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Advances) unpaid reimbursement obligations in respect of Letters of Credit; fourth, to pay an amount to Lender equal to all outstanding Letter of Credit Obligations to be held as cash collateral for such Obligations; and sixthfifth, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the BorrowerBorrowers. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the BorrowerBorrowers, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall not apply any payments which it receives to any LIBOR Revolving Rate Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving LoansLoans and, in any event, the Borrowers shall pay LIBOR breakage losses in accordance with Section 4.4. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal Aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, : first, to pay any fees, indemnities or expense reimbursements then due to the Agent from the Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Bank of America Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Non-Ratable Bank of America Loans and Protective Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Bank of America Loans and Protective Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit; and sixth, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section SECTION 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Administrative Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Administrative Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements reimbursements, other than any amounts relating to Bank Products, then due to the Administrative Agent or any Lender from the Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Administrative Agent Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective Administrative Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Administrative Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit; and sixth, to the payment to the Administrative Agent of any other Obligation including any amounts relating to Bank Products and any other Obligation due to the Administrative Agent or any Lender or any of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuingoutstanding, neither the Administrative Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Rate Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Administrative Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.the

Apportionment, Application and Reversal of Payments. (a) Principal and interest payments shall be apportioned ratably among the applicable Lenders (according to the unpaid principal balance of the Loans Credit Extensions to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted , except for fees payable solely to the Agent and all such payments not relating the applicable Letter of Credit Issuers and except as provided in Section 11.1(b). (b) After the occurrence of an Event of Default and the exercise of any of the remedies provided for in Section 9.2(a)(v), (vi), (vii) or (viii) or 9.2(b) (or after the Revolving Loans have automatically become immediately due and payable and the Letter of Credit Obligations have been required to principal or interest be Fully Supported), any amounts received on account of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received the Obligations shall be applied by the Agent, shall be applied, ratably, subject to Agent in the provisions of this Agreement, following order: first, to pay any fees, indemnities or expense reimbursements then due to the Agent from the BorrowerAgent; second, to pay any fees or expense reimbursements then interest and principal due to the Lenders from the BorrowerBank in respect of all Non-Ratable Loans; third, to pay interest all fees, expenses and indemnities due in respect to the Letter of all Revolving Loans, including Non-Ratable Loans and Protective AdvancesCredit Issuers; fourth, to pay or prepay principal of any Obligations constituting fees due to the Non-Ratable Loans and Protective AdvancesLenders (other than fees relating to Bank Products) ratably; fifth, to pay or prepay principal interest due to the Lenders in respect of the all Revolving Loans (other than Non-Ratable Loans) ratably; sixth, to pay or prepay principal of all Revolving Loans (other than Non-Ratable Loans) to the Lenders ratably and Protective Advances) unpaid reimbursement obligations in respect of Letters of Credit; seventh, to pay an amount to the Agent equal to all Letter of Credit Outstandings to be held as cash collateral for such Obligations; and sixtheighth, to the payment of any other Obligation due to the Agent, any Letter of Credit Issuer, any Lender or any Affiliate or branch of the Bank (including any amounts relating Obligations arising under Bank Products). (c) Amounts distributed with respect to any Bank Products due Product Obligations shall be the lesser of the applicable Bank Product Amount last reported to the Agent or any Lender or any of their Affiliates the actual Bank Product Amount as calculated by the Borrowermethodology reported to the Agent for determining the amount due. The Agent shall have no obligation to calculate the amount to be distributed with respect to any Bank Products, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the applicable Lender. In the absence of such notice, the Agent may assume the amount to be distributed is the Bank Product Amount last reported to it. (d) Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the BorrowerBorrowers, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan or Canadian BA Rate Loan, as applicable, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Loan or Canadian BA Rate Loan, as applicable, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans or Canadian Prime Rate Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j)applicable. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the ObligationsObligations in accordance with Section 3.5(b). The allocations set forth in Section 3.5(b) are solely to determine the rights and priorities of the Agent and the applicable Lenders as among themselves, and may be changed by agreement among them without the consent of any Credit Party; provided that all such amounts received by the Agent shall be (i) credited upon receipt to the Loan Account and applied towards payment of Obligations hereunder and (ii) shall not be applied to the payment of Bank Product Obligations prior to the payment in full of all other amounts specified in clauses first through sixth of Section 3.5(b).

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to the Agent and the Letter of Credit Issuer. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, firstFIRST, to pay any fees, indemnities or expense reimbursements then due to the Agent from the any Borrower; secondSECOND, to pay any fees fees, indemnities or expense reimbursements then due to the Lenders from the any Borrower; thirdTHIRD, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Agent Advances; fourthFOURTH, to pay or prepay principal of the Non-Ratable Loans and Protective Agent Advances; fifthFIFTH, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Agent Advances) and sixthunpaid reimbursement obligations in respect of Letters of Credit; SIXTH, to pay an amount to the Agent equal to one hundred and five percent (105%) of all outstanding Letter of Credit Obligations to be held as cash collateral for such Obligations; and SEVENTH, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or Agent, the Bank, any Selected Revolving Lender or any Affiliate of their Affiliates the Bank by the Borrower. Notwithstanding LS&Co, any of its Material Domestic Subsidiaries or LSIFCS; PROVIDED that notwithstanding anything to the contrary contained in this AgreementAgreement or any other Loan Document, unless so directed by the Borrowerobligations of LS&Co, any of its Material Domestic Subsidiaries or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives LSIFCS to any LIBOR Selected Revolving Loan, except Lender (aother than the Bank) on the expiration date under or in connection with any Ordinary Course Hedge Agreements shall not constitute Obligations and shall not be secured by any of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only Agent's Liens except to the extent, extent that there are no outstanding Base Rate such Selected Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.LS&Co have

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to the Agent and the Letter of Credit Issuer and except as provided in Section 11.1(b). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any feesfees (other than any annual Agent administrative fees that are more than $60,000 in excess of the current Agent administrative fee), indemnities or expense reimbursements reimbursements, then due to the Agent or the Arranger from the BorrowerObligors and to pay any amounts then owing under ACH Transactions with the Bank or any Affiliate of the Bank; second, to pay any fees or expense reimbursements then due to the Lenders from the BorrowerObligors; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective Agent Advances (such amounts being applied first to the most recently made Non-Ratable Loans and Agent Advances); fifth, to pay or prepay principal of the Revolving Loans (such amounts being applied first to the most recently made Revolving Loans), other than Non-Ratable Loans and Protective Agent Advances, and to unpaid reimbursement obligations in respect of Letters of Credit; sixth, at the election of the Agent during the existence of a Default or Event of Default, to pay an amount to the Agent equal to all outstanding Obligations (contingent or otherwise) with respect to outstanding Letters of Credit and sixthCredit Support to be held as cash collateral for such Obligations; and seventh, to the payment of any other Obligation due to the Agent or any Lender by any Obligor (including any amounts relating to Bank Products due not included in clause first above; provided, that, if any Lender other than the Bank provides Bank Products, the payment of amounts relating to such Bank Products shall be junior in priority to the payment of all amounts owing to the Bank under this clause seventh with respect to Bank Products provided by the Bank unless such other Lender provides the Agent notice of the amounts owing to it with respect to its Bank Products prior to or contemporaneously with the provision of such Bank Products or any Lender or any of their Affiliates by increase in the BorrowerObligors’ obligations with respect thereto). Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the BorrowerBorrowers’ Agent, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Rate Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent Loans and, in any event, the Borrowers shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender pay LIBOR breakage losses in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in accordance with Section 2.2(j)4.4. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal Aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, firstFIRST, to pay any fees, indemnities or expense reimbursements then due to the Agent from the either Borrower; secondSECOND, to pay any fees or expense reimbursements then due to the Lenders from the either Borrower; thirdTHIRD, to pay interest due in respect of all Revolving Loans, including Non-Ratable BABC Loans and Protective Agent Advances; fourthFOURTH, to pay or prepay principal of the Non-Ratable BABC Loans and Protective Agent Advances; fifthFIFTH, to pay or prepay principal of the Revolving Loans (other than Non-Ratable BABC Loans and Protective Agent Advances) and sixthunpaid reimbursement obligations in respect of Letters of Credit; and SIXTH, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the either Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the BorrowerBorrowers, or unless an Event of Default has occurred and is continuing, neither the Agent outstanding nor any Lender shall apply any payments which it receives to the principal balance of any LIBOR Revolving Rate Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(jSECTION 2.2(I). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal Aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent from the Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable BA Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Non-Ratable BA Loans and Protective Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable BA Loans and Protective Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit; and sixth, to the payment of any other Obligation including any amounts amount relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuingoutstanding, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, Loan except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Reference Rate Revolving LoansLoans and Borrower has not given a Notice of Borrowing with respect to such payments or requested that such payments be held by or on behalf of Lenders in a cash collateral account on terms and conditions acceptable to the Agent. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. (a) Principal and interest payments shall be apportioned ratably among the applicable Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each applicable Lender) and payments of the fees shall, as applicable, be apportioned ratably among the applicable Lenders. All , except for fees payable solely to BofA, Wachovia, the Agents, either of them, Banc of America Securities LLC and the Letter of Credit Issuer and except as provided in Article 13. (b) Except as provided otherwise in this Agreement, all payments shall be remitted to the Administrative Agent or, if applicable, to the Collateral Agent, and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of any Obligated Party’s Accounts or any other Collateral received by the Administrative Agent or the Collateral Agent, shall be applied, ratably, subject to the other provisions of this Agreement, firstFIRST, to pay any fees, indemnities indemnities, or expense reimbursements then due to either of the Agent Agents from the Borrower; secondany Obligated Party, SECOND, to pay any fees fees, indemnities, or expense reimbursements then due to any of the Lenders Credit Providers other than the Agents from the Borrower; thirdany Obligated Party, THIRD, to pay interest then due in respect of all Revolving the Loans, including Non-Ratable Loans and Protective Agent Advances; fourth, FOURTH, to pay or prepay principal of the Non-Ratable Loans and Protective the Agent Advances; fifth, FIFTH, to pay or prepay principal of the Revolving Loans (other than the Non-Ratable Loans and Protective the Agent Advances) and sixthunpaid reimbursement obligations in respect of Letters of Credit, SIXTH, during the existence of a Default or an Event of Default, to pay an amount to the Collateral Agent equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit and the aggregate amount of any unpaid reimbursement obligations in respect of Letters of Credit, to be held as cash collateral for such Obligations, and SEVENTH, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or BofA, Wachovia, any other Lender or any of their respective Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable Obligated Parties. Subject to any such LIBOR Rate Loanitems “first” through “seventh” preceding, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations. (c) Payments received pursuant to Section 4.3(b), Section 4.3(c), Section 4.3(d) and Section 4.3(e) shall be applied, ratably, subject to the other provisions of this Agreement (including, without limitation, Section 4.3(f) and Section 4.6(e)), in the order of priority set forth for items “first” through “fifth” of clause (b) preceding at any time other than during the existence of a Default or an Event of Default, and during the existence of any Default or Event of Default, as specified in clause (b) preceding but with such payments to be applied first, to payment or cash collateralization, as applicable, of the Revolving Obligations in accordance with the allocation arrangements prescribed in such clause (b) until fully paid or cash collateralized, as applicable, and thereafter to payment of the Term Loan Obligations. (d) Notwithstanding anything to the contrary contained in this Agreement, unless so directed by a Borrower, or unless an Event of Default is in existence, neither the Administrative Agent nor any Revolving Lender shall apply any payment which it receives to any LIBOR Rate Revolving Loan, except (i) on the expiration date of the Interest Period applicable to any such LIBOR Rate Revolving Loan or (ii) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans and, in any such event, the Borrowers shall pay the LIBOR breakage losses in accordance with Section 5.4. (e) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, (i) subject to clause (iii) of this Section 4.6(e), on the Stated Term Loan Termination Date, the Administrative Agent shall apply Collateral and proceeds of Collateral remitted to it (other than Collateral and proceeds of Collateral described in the last sentence of Section 10.1) to pay the outstanding Term Loan Obligations, (ii) the Administrative Agent shall allocate amounts received by it to Term Loan Obligations in accordance with and to the extent provided in Section 4.3(f), and (iii) with respect to all Collateral and proceeds of Collateral received by the Collateral Agent or the Administrative Agent from and after the acceleration of the Obligations under this Agreement or the commencement of any bankruptcy or similar proceeding by or against any Obligated Party, such Collateral and proceeds of Collateral shall be applied first, to pay or cash collateralize, as applicable, the Revolving Obligations in accordance with the allocation arrangements prescribed in Section 4.6(b) until fully paid or cash collateralized, as applicable, and thereafter to pay the Term Loan Obligations.

Apportionment, Application and Reversal of Payments. Principal Aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral, the Pledged Collateral or the Guarantor Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent from the Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable BABC Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Non-Ratable BABC Loans and Protective Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable BABC Loans and Protective Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit; and sixth, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuingoutstanding, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, Rate Loan except (ai) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (bii) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to Administrative Agent and the Letter of Credit Issuer and except as provided in Section 11.1(b). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific feesAdministrative Agent, and all proceeds Borrowers may, at the time of Accounts or other Collateral received by payment, specify to the Agent, shall Administrative Agent the Obligations to which such payment is to be applied, ratablybut the Administrative Agent shall in all events retain the right to apply such payment in the such manner as the Administrative Agent, subject to the provisions of this Agreementhereof, first, may determine to pay any fees, indemnities or expense reimbursements then due be appropriate. Notwithstanding anything herein to the Agent contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from the Borrower; secondpayments by Credit Parties, realization on Collateral, setoff or otherwise, shall be allocated as follows: first, to pay any fees or expense reimbursements then due to the Lenders from Administrative Agent; second, to pay all amounts owing to the BorrowerAdministrative Agent on Non-Ratable Loans and Agent Advances; third, to pay interest due all amounts owing to the Letter of Credit Issuer in respect of any drawings under Letters of Credit and all Revolving Loans, including Non-Ratable Loans fees and Protective Advancesother amounts owing with respect to Letters of Credit; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective Advancesall Obligations constituting fees not otherwise provided for above (excluding amounts relating to Bank Product Obligations); fifth, to pay or prepay principal of the Revolving Loans all Obligations constituting interest not provided for above (other than Non-Ratable Loans and Protective Advances) and sixth, to the payment of any other Obligation including any excluding amounts relating to Bank Products due Product Obligations); sixth, to cash collateralize all outstanding Letters of Credit; seventh, to pay all other Obligations constituting principal not provided for above (including Noticed Xxxxxx with respect to which the Administrative Agent or any Lender or any of their Affiliates by has created a Reserve (including to cash collateralize Noticed Xxxxxx with respect to which the BorrowerAdministrative Agent has created a Reserve), but excluding amounts relating to all other Bank Product Obligations); and eighth, to pay all other Obligations (including all other Bank Product Obligations). Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the BorrowerBorrowers, or unless an Event of Default has occurred and is continuing, neither the Administrative Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Rate Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving LoansLoans and, in any event, the Borrowers shall pay LIBOR breakage losses in accordance with Section 4.4. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable: (i) solely to the Agent as set forth herein; (ii) to the Agent, for its own benefit, and certain Lenders as set forth in the Restated Fee Letter; (iii) solely to the Letter of Credit Issuer as set forth in Section 2.6, and (iv) to certain Lenders as set forth in Section 11.1(b). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, : first, to pay any fees, indemnities indemnities, or expense reimbursements (including any obligations and liabilities of whatever kind or nature relating to Bank Products) then due to the Agent from the Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit; sixth, to pay to the Agent and/or the applicable Letter of Credit Issuer(s) an aggregate amount equal to all outstanding Letter of Credit Obligations to be held as cash collateral for such Obligations; and seventh, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except except: (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Revolving Loan, ; or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent Loans and, in any event, the Borrower shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender pay LIBOR breakage losses in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in accordance with Section 2.2(j)4.4. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, made --------------------------------------------------- by Borrower and all proceeds of Accounts or other Collateral received by the Agent, Agent or any Lender shall be applied, ratably, subject to the provisions of this AgreementAgreement (including, without limitation, Section 2.3(c) hereof), as follows: -------------- Loan and Security Agreement first, to pay any fees, indemnities unpaid fees or expense reimbursements then due to Agent ----- from Borrower for actions taken by Agent on behalf of the Lenders, which amounts shall be remitted to, or retained by, Agent from the Borrowerfor its own account; second, to repay to Agent the outstanding principal and interest in respect ------ of any Agent Advance (or portion thereof) made by Agent pursuant to Section ------- 2.3(b) hereof, and for which Agent has not received reimbursement in full ------ by the Lenders, as required by Section 2.3(b)(iii) hereof, which amounts ------------------- shall be remitted to, or retained by, Agent for its own account; third, to pay any other fees or expense reimbursements then due to Agent ----- and to pay any fees or expense reimbursements then due to the Lenders from Borrower on a ratable basis in proportion to their Pro Rata Shares, which amounts shall be apportioned ratably between Agent and among the BorrowerLenders in proportion to their Pro Rata Shares; thirdfourth, to pay any fees or expense reimbursements then due to any Lender ------ from Borrower for its own account, including any Breakage Costs, which amounts shall be remitted to the Lender entitled thereto; fifth, to pay interest which is due and payable in respect of all Revolving ----- Loans, including Non-Ratable Loans Lender Advances and Protective AdvancesAgent Advances (except as provided in "Second," above), which amounts shall be apportioned ratably among the ------ Lenders entitled thereto in proportion to their Pro Rata Shares; fourthsixth, to pay or prepay the principal of Agent Advances (except as provided ----- in "Second," above), which amounts shall be apportioned ratably among the Non-Ratable Loans and Protective Advances------ Lenders entitled thereto in proportion to their Pro Rata Shares; fifthseventh, to pay or prepay the principal of any Revolving Loan which is then due and ------- payable, which amounts shall be apportioned ratably among the Lenders in proportion to their Pro Rata Shares; eighth, to pay the principal of any Revolving Loans (other than Non-Ratable Loans and Protective Advances) and sixthbearing interest at the ------ Base Rate, in the inverse order of maturity, which amounts shall be apportioned ratably among the Lenders in proportion to their Pro Rata Shares; ninth, to pay the payment principal of any other Obligation including any amounts relating to Bank Products due to Revolving Loans bearing interest at the Agent or any Lender or any of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement----- LIBOR Rate, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the eventinverse order of maturity, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent which amounts shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and apportioned ratably among the Lenders shall have the continuing and exclusive right in proportion to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.their Pro Rata Shares; and

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts Accounts, or except as set forth below with respect to Term Loan Collateral, other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities indemnities, or expense reimbursements (other than amounts related to Bank Products) then due to the Agent or the Lenders from the BorrowerBorrowers; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; third, to pay interest due from such Borrower in respect of all Revolving Loans, including Non-Ratable Loans and Protective Agent Advances; fourththird, to pay or prepay principal of the Non-Ratable Loans and Protective AdvancesAgent Advances owed by the Borrowers; fifthfourth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit; fifth, if an Event of Default has occurred and is continuing to pay an amount to the Agent equal to all outstanding Letter of Credit Obligations of the Borrowers to be held as cash collateral for such Obligations; sixth, to pay or prepay, ratably, principal of the Term Loan owed by the Borrowers; seventh, to the payment of any other Obligation including (other than amounts related to Bank Products) due to the Agent or any amounts relating Lender by the Borrowers and eighth, to pay any fees, indemnities or expense reimbursements related to Bank Products due to the Agent from the Borrowers. Notwithstanding the foregoing, until the Term Loan has been paid in full, proceeds of the Term Loan Collateral shall be applied first to pay, ratably, any fees, indemnities or any Lender expense reimbursements relating to the Term Loan or any the Term Loan Collateral then due to the Agent or the Lenders; second, to pay, ratably, interest due from FMC in respect to the Term Loan; third, to pay or prepay principal of their Affiliates by the BorrowerTerm Loan; and fourth, to all other Obligations in accordance with the preceding sentence. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrowerapplicable Borrowers, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Rate Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving LoansLoans and, in any event, the Borrowers shall pay LIBOR breakage losses in accordance with Section 4.4. The Agent shall promptly distribute Upon the occurrence and during the continuation of an Event of Default and, prior thereto in order to each Lendercorrect any error, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal Except as otherwise expressly provided herein, principal and interest payments shall be apportioned ratably among the Lenders to which such payment is owed (according to the unpaid principal balance of the Loans to which such payments relate owed are held by each such Lender) and payments of the fees shall, as applicable, be apportioned ratably (or other applicable share as provided herein) among the LendersLenders to which such payment is owed, except for fees payable solely to the Agent, any Arranger or the applicable Letter of Credit Issuer. All payments shall be remitted Whenever any payment received by the Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Agent and all the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received shall be distributed by the Agent, shall Agent and applied by the Agent and the Lenders in the order of priority set forth in Section 10.3. If the Agent receives funds for application to the Obligations of the Obligors under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent from the Borrower; secondmay, but shall not be obligated to, elect to pay any fees or expense reimbursements then due distribute such funds to each of the Lenders from the Borrower; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Advances; fourth, to pay or prepay principal accordance with such Xxxxxx’s Pro Rata Share of the Non-Ratable Loans and Protective Advances; fifthAggregate Revolver Outstandings at such time, to pay in repayment or prepay principal prepayment of such of the Revolving outstanding Loans (or other than Non-Ratable Loans and Protective Advances) and sixth, Obligations then owing to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the Borrowersuch Lender. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Term SOFR Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, Term SOFR Loan or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent Loans and, in such event, the Borrower shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender pay Term SOFR breakage losses in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in accordance with Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations5.4.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to Agent and the Letter of Credit Issuer. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any feesfees (including those payable under the Fee Letter), indemnities or expense reimbursements then due to the Agent from the Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans Loans, and Protective Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit; sixth, to pay an amount to Agent equal to all outstanding Letter of Credit Obligations to be held as cash collateral for such Obligations; seventh, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender or its Affiliates of which Agent shall have received timely notice pursuant to Section 12.19; and eighth, to the payment of any other Obligations, including any Obligations related to Bank Products owing to a Lender or its Affiliate of their Affiliates by the Borrowerwhich Agent has not received timely notice pursuant to Section 12.19. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except unless (a) so directed by the Borrower, (b) an Event of Default has occurred and is continuing or (c) such payments are applied on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan. For so long as Event of Default has occurred and is continuing, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Revolving Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among Lenders. Notwithstanding the Lendersforegoing, if a Defaulting Lender obtains a payment or reduction of any Obligation, it shall immediately turn over the full amount thereof to Agent for application pursuant to this Agreement and it shall provide a written statement to Agent describing the Obligation affected by such payment or reduction. No Lender shall set off against a deposit account of a Borrower or Guarantor without Agent's prior written consent. All payments shall be remitted to the Agent and all such payments not relating received by Agent after acceleration of the Obligations prior to principal the Maturity Date or interest the failure of specific Loans, or not constituting payment of specific feesthe Borrowers to Pay in Full the Obligations on the Maturity Date, and all proceeds of Accounts or other Collateral received by the Agent, in each case shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements (excluding, however, any such amounts relating to Bank Products) then due and payable under the Loan Documents to the Agent from the BorrowerBorrowers (and all Non-Ratable Loans, Agent Advances, and other Revolving Loans and participations that a Defaulting Lender has failed to settle or fund); second, to pay any fees or expense reimbursements then due and payable under the Loan Documents to the Lenders from the BorrowerBorrowers; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit; and sixth, to the payment of any other Obligation (including any amounts relating to Bank Products Products) due and payable under the Loan Documents to the Agent or any Lender or any of their Affiliates by the BorrowerBorrowers. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.. 116549.01087/134240171v.5

Apportionment, Application and Reversal of Payments. Principal Aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements or indemnities then due to the Agent or the Lenders from the any Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Settlement Loans and Protective Agent Advances, and all unpaid reimbursement obligations in respect of Letters of Credit; fourththird, to pay or prepay principal of the Non-Ratable Settlement Loans and Protective Agent Advances; fifthfourth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Settlement Loans and Protective Agent Advances) ), with such payments to be applied first in satisfaction of any Revolving Loans which bear interest at a rate determined by reference to subsection 3.1(a)(iii), and to pay, prepay or provide cash collateral in respect of outstanding Letters of Credit or any unpaid reimbursement obligations in respect thereof, as applicable; fifth, to pay or prepay principal of the Term Loans; and sixth, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender or by any of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the a Borrower, or unless an Event of Default has occurred and is continuingoutstanding, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan or LIBOR Term Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR LIBO Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans or Base Rate Term Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each set forth in Section 13.11, or pursuant to such other instructions as such Lender may deliver to the Agent in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal and ---------------------------------------------------- interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense ----- reimbursements including any amounts relating to Bank Product then due to the Agent from the BorrowerBorrowers; second, to pay any fees or expense reimbursements then ------ due to the Lenders from the BorrowerBorrowers; third, to pay interest due in respect of ----- all Revolving Loans, including Non-Ratable Loans and Protective Agent Advances; fourth, to ------ pay or prepay principal of the Non-Ratable Loans and Protective Agent Advances; fifth, to ----- pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit; and sixth, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or ----- any Lender or any of their Affiliates by the BorrowerBorrowers. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the BorrowerBorrowers, or unless an Event of Default has occurred and is continuingoutstanding, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have --------------- the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lendera) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, Administrative Agent or by the Collateral Agent for application to the Obligations shall be appliedapplied as follows: First, ratably, subject to the provisions of this Agreement, first, pari passu (i) to pay any fees, indemnities or expense reimbursements then due to the Agent Agents from the Borrower; secondBorrower under the Credit Agreement (other than in respect of Bank Products), (ii) to pay any fees fees, indemnities or expense reimbursements then due to the Lenders from counterparty to the Borrower; third, MLI Swap Agreement or to the Overdraft Line and (iii) to pay any scheduled and periodic payments then due but unpaid under the MLI Swap Agreement; (i) to pay interest and fees then due from the Borrower to the Lenders under the Credit Agreement (other than in respect of all Revolving LoansBank Products), including Non-Ratable Loans ratably among the parties entitled thereto in accordance with the amounts of interest and Protective Advances; fourth, fees then due to such parties and (ii) to pay or prepay principal of interest and fees then due from any Loan Party to the Non-Ratable Loans and Protective Advancescounterparty to the Overdraft Line; fifthThird, pari passu (i) to pay or prepay principal then due from the Borrower under the Credit Agreement, ratably among the parties entitled thereto in accordance with the amounts of the Revolving Loans principal then due to such parties, (other than Non-Ratable Loans and Protective Advancesii) and sixth, to pay principal then due from any Loan Party to the payment of counterparty to the Overdraft Line and (iii) to pay any termination amount then due under the MLI Swap Agreement; and Fourth, pari passu (i) to pay any other Obligation amounts then due from the Borrower under the Credit Agreement (including any in respect of Bank Products), ratably among the parties entitled thereto in accordance with the amounts relating to Bank Products then due to such parties, (ii) to pay any other amounts then due from any Loan Party to the Agent or counterparty to the Overdraft Line and (iii) to pay any Lender or any of their Affiliates by other amounts then due from the Borrower. Borrower under the MLI Swap Agreement. (b) Notwithstanding anything to the contrary contained in this Agreement, (i) unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Administrative Agent nor any Lender shall not apply any payments payment which it receives to any LIBOR Eurocurrency Revolving Loan, Loan except (aA) on the expiration date of the Interest Period applicable to any such LIBOR Rate Eurocurrency Revolving Loan, or (bB) in the event, and only to the extent, that there are no outstanding Base Rate ABR Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to and (ii) the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent Agents and the Revolving Facility Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments received to any portion of the Revolving Facility Obligations. (c) The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. (d) If, after receipt of any payment which is applied to the payment of all or any part of any Obligations, an Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible set-off, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by such Agent or such Lender and the Borrower shall be liable to pay to such Agent and the Lenders, and shall indemnify each Agent and the Lenders and holds the Agents and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 5.02(d) shall be and remain effective notwithstanding any contrary action which may have been taken by an Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agents’ and the Lenders’ rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 5.02(d) shall survive the termination of this Agreement.

Apportionment, Application and Reversal of Payments. Principal Aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements including any amounts relating to ACH Transactions and Other Indemnified Transactions then due to the Agent from the Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable BABC Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Non-Ratable BABC Loans and Protective Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable BABC Loans and Protective Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit; and sixth, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. (a) Principal and interest payments in respect of Revolving Loans shall be apportioned ratably rateably among the Lenders (according to the unpaid principal balance of the Revolving Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably rateably among the Lenders, except for fees payable by the Borrowers solely to the Agent, Royal Bank or the Letter of Credit Issuer. All payments by the Borrowers in respect of Obligations (other than Obligations under Bank Products which shall be remitted directly to the Lender who is a counterparty to such Bank Product with a Borrower) shall be remitted to the Agent (except as expressly provided herein otherwise) and all such payments (to the extent not relating to principal or interest of specific Revolving Loans, or not constituting payment of specific fees, fees or expenses) and all proceeds of Accounts or other Collateral of the Borrowers received by the Agent, shall be applied, ratablyrateably, subject to the provisions of this Agreement, : (i) So long as no Event of Default has occurred and is continuing: first, to pay any fees, indemnities or expense reimbursements (other than relating to Bank Products), then due to the Agent or any of its Affiliates from the a Borrower; second, to pay any fees or expense reimbursements (other than relating to Bank Products) then due to the Lenders from the a Borrower; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Swingline Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Non-Ratable Loans on a pro rata and Protective Advances; fifth, pari passu basis (i) to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans, including Swingline Loans and Protective Agent Advances, and unpaid reimbursement obligations in respect of Letters of Credit, (ii) to pay an amount to the Agent equal to all outstanding Obligations (contingent or otherwise) with respect to Letters of Credit to be held as cash collateral for such Obligations (but only to the extent such cash collateralization is necessary to comply with the requirements of the third sentence of Section 3.1 without giving effect to any demand requirement thereunder), and sixth(iii) to the payment (for greater certainty, rateably amongst the Persons providing Bank Products to a Borrower) of any Obligations relating to Bank Products then due to any Secured Party by the Loan Parties in a maximum amount to each such Secured Party that is equal to the Bank Product Amount previously advised to the Agent in writing; fifth, to the payment of any other Obligation including Obligations (other than Bank Products) then due by the Loan Parties; sixth, to the payment (for greater certainty, rateably amongst the Persons providing Bank Products to Loan Parties) of any Obligations relating to Bank Products then due to any Secured Party by a Borrower or any other Loan Party which Obligations did not qualify under 3.7(a)(i) fourth; and seventh, to the Borrowers. (ii) Upon the occurrence and during the continuance of an Event of Default: first, to pay any fees, indemnities or expense reimbursements (other than any amounts relating to Bank Products Products) then due to the Agent from the Borrowers; second, to pay any fees, indemnities or expense reimbursements (other than amounts relating to Bank Products) then due to the Lenders from a Borrower; third, to pay interest due in respect of all Revolving Loans, including Swingline Loans and Agent Advances; fourth, on a pro rata and pari passu basis (i) to pay or prepay principal of the Revolving Loans, including Swingline Loans and Agent Advances, and unpaid reimbursement obligations in respect of Letters of Credit, (ii) to pay an amount to the Agent equal to all outstanding Obligations (contingent or otherwise) with respect to Letters of Credit to be held as cash collateral for such Obligations, and (iii) to the payment (for greater certainty, rateably amongst the Persons providing Bank Products to a Borrower) of any Obligations relating to Bank Products then due to any Secured Party by a Borrower in a maximum amount to each such Secured Party that is equal to the Bank Product Amount previously advised to the Agent in writing; fifth, to the payment of any other Obligations (other than Bank Products) of the Loan Parties then due; sixth, to the payment (for greater certainty, rateably amongst the Persons providing Bank Products to a Borrower) of any Obligations relating to Bank Products then due to any such Lender or any of their Affiliates by a Borrower which Obligations did not qualify under 3.7(a)(ii) fourth; and seventh, to the BorrowerBorrowers or as a court of competent jurisdiction may otherwise direct. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the BorrowerBorrowers, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall (i) apply any payments which it receives to Obligations unless such payments received are in the same currency in which such Obligations are denominated, provided that the Borrowings shall not exceed Excess Availability as a consequence thereof, and provided further that the Agent may, in its sole discretion, nevertheless apply the Equivalent Amount of payments received in one currency to Obligations denominated in another currency, and (ii) apply any payments which it receives to any LIBOR BA EquivalentCORRA Revolving LoanLoan or SOFR Revolving Loan of a Borrower, except (a) on the expiration date of the BA EquivalentCORRA Interest Period applicable to any such LIBOR Rate BA EquivalentCORRA Revolving Loan or the SOFR Interest Period applicable to any such SOFR Revolving Loan, or (b) in the event, and only to the extent, that there are no outstanding Prime Rate Revolving Loans owing by a Borrower (in the case of BA EquivalentCORRA Revolving Loans) or Base Rate Revolving Loans (in the case of SOFR Revolving Loans. The Agent ) owing by a Borrower and, in any event, the Borrowers shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender pay BA Equivalent and Adjusted Term SOFRCORRA Interest Period and SOFR Interest Period breakage losses in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in accordance with Section 2.2(j)4.4. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply reapply, in each instance in accordance with this Section 3.7, any and all such proceeds and payments to any portion of the Obligations. Agent shall have no obligation to calculate the amount to be distributed with respect to any Bank Products, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the Lender (or its Affiliates). In the absence of such notice, Agent may assume the amount to be distributed is the Bank Product Amount last reported to it.

Apportionment, Application and Reversal of Payments. Principal and ---------------------------------------------------- interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to Agent and the Letter of Credit Issuer and except as provided in Section 11.1(b). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, Agreement as follows: first, to pay any fees, indemnities indemnities, or expense reimbursements including any amounts relating to Bank Products then due to the Agent from the Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit; sixth, to pay an amount to the Agent equal to all outstanding Letter of Credit Obligations to be held as cash collateral for such Obligations; and seventh, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Rate Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent Loans and, in any event, the Borrower shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender pay LIBOR breakage losses in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in accordance with Section 2.2(j)4.4. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal Except as otherwise required pursuant to Section 2.19, principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) as set forth in this Article II and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to the Agent or the LC Issuer and except as provided in Section 2.10(c). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, Loans or not constituting payment of specific feesfees as specified by the Borrower Representative, and all proceeds of Accounts or other any Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities indemnities, or expense reimbursements including amounts then due to the Agent from the Borrower; Borrowers (other than in connection with Banking Services or Rate Management Obligations), second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; Borrowers (other than in connection with Banking Services or Rate Management Obligations), third, to pay interest due in respect of all Revolving Loansthe Overadvances and Protective Advances, including fourth, to pay the principal of the Overadvances and Protective Advances, fifth, to pay interest due in respect of the Non-Ratable Loans, sixth, to pay interest due in respect of the Revolving Loans (other than Non-Ratable Loans, Overadvances and Protective Advances; fourth), seventh, to pay or prepay principal of the Non-Ratable Loans and Protective Advances; fifthLoans, eighth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans Loans, Overadvances and Protective Advances) and sixthunpaid reimbursement obligations in respect of Facility LCs, ninth, to pay an amount to the Agent equal to one hundred five percent (105%) of the aggregate undrawn face amount of all outstanding Facility LCs and the aggregate amount of any unpaid reimbursement obligations in respect of Facility LCs, to be held as cash collateral for such Obligations, tenth, to interest then due and payable on the Term A Loans and then to interest due and payable on the Term B Loans, eleventh, to prepay the scheduled principal installments of the Term A Loans in inverse order of maturity and then to prepay the scheduled principal installments of the Term B Loans in the inverse order of maturity, twelfth, to payment of any amounts owing with respect to Banking Services and Rate Management Obligations, and thirteenth, to the payment of any other Secured Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the BorrowerBorrowers. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the BorrowerBorrower Representative, or unless an Event of a Default has occurred and is continuingin existence, neither the Agent nor any Lender shall apply any payments payment which it receives to any LIBOR Revolving Eurodollar Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, Eurodollar Loan or (b) in the event, and only to the extent, that there are no outstanding Base Floating Rate Revolving Loans. The Agent Loans and, in any event, the Borrowers shall promptly distribute to each Lender, pursuant to pay the applicable wire transfer instructions received from each Lender Eurodollar breakage losses in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in accordance with Section 2.2(j)3.4. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations.

Apportionment, Application and Reversal of Payments. Principal Except as otherwise expressly provided herein, principal and interest payments shall be apportioned ratably among the Lenders to which such payment is owed (according to the unpaid principal balance of the Loans to which such payments relate owed are held by each Lendersuch Xxxxxx) and payments of the fees shall, as applicable, be apportioned ratably (or other applicable share as provided herein) among the LendersLenders to which such payment is owed, except for fees payable solely to the Agent, any Arranger or the applicable Letter of Credit Issuer. All payments shall be remitted Whenever any payment received by the Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Agent and all the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received shall be distributed by the Agent, shall Agent and applied by the Agent and the Lenders in the order of priority set forth in Section 10.3. If the Agent receives funds for application to the Obligations of the Obligors under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent from the Borrower; secondmay, but shall not be obligated to, elect to pay any fees or expense reimbursements then due distribute such funds to each of the Lenders from the Borrower; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Advances; fourth, to pay or prepay principal accordance with such Lender’s Pro Rata Share of the Non-Ratable Loans and Protective Advances; fifthAggregate Revolver Outstandings at such time, to pay in repayment or prepay principal prepayment of such of the Revolving outstanding Loans (or other than Non-Ratable Loans and Protective Advances) and sixth, Obligations then owing to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the Borrowersuch Lender. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, Loan or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent Loans and, in such event, the Borrower shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender pay LIBOR breakage losses in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in accordance with Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations5.4.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to Administrative Agent and the Letter of Credit Issuer and except as provided in Section 11.1(b). All payments shall be remitted to the Administrative Agent and all Borrowers may, at the time of payment. specify to the Administrative Agent the Obligations to which such payments not relating payment is to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratablybut the Administrative Agent shall in all events retain the right to apply such payment in the such manner as the Administrative Agent, subject to the provisions of this Agreementhereof, first, may determine to pay any fees, indemnities or expense reimbursements then due be appropriate. Notwithstanding anything herein to the Agent contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from the Borrower; secondpayments by Credit Parties, realization on Collateral, setoff or otherwise, shall be allocated as follows: first, to pay any fees or expense reimbursements then due to the Lenders from Administrative Agent; second, to pay all amounts owing to the BorrowerAdministrative Agent on Non-Ratable Loans and Agent Advances; third, to pay interest due all amounts owing to the Letter of Credit Issuer in respect of any drawings under Letters of Credit and all Revolving Loans, including Non-Ratable Loans fees and Protective Advancesother amounts owing with respect to Letters of Credit; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective Advancesall Obligations constituting fees not otherwise provided for above (excluding amounts relating to Bank Products); fifth, to pay or prepay principal of the Revolving Loans all Obligations constituting interest not provided for above (other than Non-Ratable Loans and Protective Advances) and sixth, to the payment of any other Obligation including any excluding amounts relating to Bank Products); sixth, to cash collateralize all outstanding Letters of Credit; seventh, to pay all other Obligations constituting principal not provided for above (excluding amounts relating to Bank Products); and eighth, to pay all Obligations in respect of Bank Products then due to the Administrative Agent or any Lender or any Affiliate of their Affiliates by the BorrowerAdministrative Agent; and ninth, to pay all other Obligations. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the BorrowerBorrowers, or unless an Event of Default has occurred and is continuing, neither the Administrative Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Rate Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving LoansLoans and, in any event, the Borrowers shall pay LIBOR breakage losses in accordance with Section 4.4. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments payment of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to Agent and the Letter of Credit Issuer. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any feesfees (including those payable under the Fee Letter), indemnities or expense reimbursements then due to the Agent from the BorrowerBorrowers; second, to pay any fees fees, indemnities or expense reimbursements then due to the Lenders from the BorrowerBorrowers; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans Loans, and Protective Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit; sixth, to pay an amount to Agent equal to all outstanding LC Obligations to be held as cash collateral for such Obligations; seventh, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent Bank or its branches or Affiliates or any Lender or its branches or Affiliates of which Agent shall have received timely notice pursuant to Section 12.19; and eighth, to the payment of any other Obligations, including any Obligations related to Bank Products owing to the Bank or its branches or Affiliates or a Lender or its branches or Affiliates of their Affiliates by the Borrowerwhich Agent has not received timely notice pursuant to Section 12.19. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except unless (a) so directed by the Borrowers, (b) an Event of Default has occurred and is continuing or (c) such payments are applied on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan. For so long as an Event of Default has occurred and is continuing, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal Aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent from the any Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from the any Borrower; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable BABC Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Non-Ratable BABC Loans and Protective Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable BABC Loans and Protective Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit; or sixth, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender or by any of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the BorrowerPhar-Mor, or unless an Event of Default has occurred and is continuingoutstanding, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Reference Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal and interest payments (but excluding payments to any tranche established after the date of this Agreement pursuant to Section 2.2, 2.3 or 2.4 to the extent otherwise provided in the applicable amendment to this Agreement relating to such tranche) shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Term Loans to which such payments relate held by each such Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to the Agent or any Arranger. Principal and interest payments on any Term Loans made pursuant to any tranche established after the date of this Agreement pursuant to Section 2.2, 2.3 or 2.4 shall be allocated pro rata (or as may otherwise be provided for in the applicable amendment to this Agreement relating to such tranche) among the Lenders with commitments under any facility in respect thereof or with participations in such tranche (in each case subject to any limitations on non-pro rata payments otherwise provided in any such section). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Term Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the AgentAgent in accordance with the terms of the Loan Documents, shall be applied, ratably, subject to the provisions of this Agreement and any applicable Acceptable Intercreditor Agreement, : first, to pay any fees, indemnities or expense reimbursements then due to the Agent or the Arrangers from the Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; third, to pay interest due in respect of all Revolving Term Loans, including Non-Ratable Loans and Protective Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective AdvancesTerm Loans; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Advances) and sixth, to the payment of any other Obligation including any amounts relating to Bank Products applicable Obligations due to the Agent or Agent, any Lender or any of their Affiliates other Secured Party, by the BorrowerObligors; and sixth, to pay any remaining amounts to the Borrower for its own account. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Term SOFR Term Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Term SOFR Term Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent Term Loans and, in such event, the Borrower shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender pay Term SOFR Term Loan breakage losses in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in accordance with Section 2.2(j)5.4. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the applicable Obligations. Notwithstanding anything to the contrary herein, this Section 4.4 may be amended in accordance with Section 13.1(c) (and the Lenders hereby irrevocably authorize the Agent to enter into any such amendments) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new Classes or tranches of Term Loans added pursuant to Section 2.2, 2.3 or 2.4, as applicable.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, firstFIRST, to pay any fees, indemnities or expense reimbursements reimbursements, including any amounts relating to Bank Products, then due to the Agent from the any Borrower; secondSECOND, to pay any fees or expense reimbursements then due to the Lenders from the BorrowerBorrowers; thirdTHIRD, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Agent Advances; fourthFOURTH, to pay or prepay principal of the Non-Ratable Loans and Protective Agent Advances; fifthFIFTH, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Agent Advances) and sixthunpaid reimbursement obligations in respect of Letters of Credit; SIXTH, to pay or prepay principal of the Term Loans; and SEVENTH, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the BorrowerBorrowers. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the any Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan or LIBOR Term Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans or Base Rate Term Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(jSECTION 2.2(J). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to Administrative Agent and the Letter of Credit Issuer and except as provided in Section 11.1(b). All payments shall be remitted to the Administrative Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Administrative Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements including any amounts relating to Bank Products then due to the Administrative Agent from the Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit; sixth, to pay an amount to Administrative Agent equal to all outstanding Letter of Credit Obligations to be held as cash collateral for such Obligations; and seventh, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the BorrowerObligation. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Administrative Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Rate Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.or

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent from the any Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from the BorrowerBorrowers; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit; and sixth, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the BorrowerBorrowers. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the BorrowerBorrowers, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal Aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent from any of the BorrowerBorrowers; second, to pay any fees or expense reimbursements then due to the Lenders from any of the BorrowerBorrowers; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable ASB Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Non-Ratable ASB Loans and Protective Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable ASB Loans and Protective Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit; and sixth, to the payment of any other Obligation including any amounts relating to Bank Products Obligations due to the Agent or any Lender or by any of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving LoansBorrowers. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) as set forth in this Article II and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to the Agents and except as provided in Section 2.10(b). All payments shall be remitted to the Administrative Agent and all such payments not relating to principal or interest of specific Loans, Loans or not constituting payment of specific feesfees as specified by the Borrower, and all proceeds of Accounts or other any Collateral received by the Administrative Agent, shall be applied, ratably, subject to the provisions of this Agreement and the Intercreditor Agreement, first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Agents from the Borrower (other than principal and interest), second, to pay any fees, indemnities or expense reimbursements then due to the Agent from the Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; , third, to pay interest then due in respect of all Revolving and payable on the Loans, including Non-Ratable Loans and Protective Advances; fourth, to pay or prepay the scheduled principal installments of the Non-Ratable Loans and Protective Advances; fifth, pro rata according to pay or prepay the respective outstanding principal amounts of the Revolving Loans (other than Non-Ratable Loans then held by the Lenders and Protective Advances) and sixthfifth, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent Agents or any Lender or any of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuingin existence, neither the Administrative Agent nor any Lender shall apply any payments payment which it receives to any LIBOR Revolving Eurodollar Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, Eurodollar Loan or (b) in the event, and only to the extent, that there are no outstanding Base Floating Rate Revolving LoansLoans and, in any event, the Borrower shall pay the Eurodollar breakage losses in accordance with Section 3.4. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent Agents and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal Aggregate principal and interest payments of a Borrower shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the AgentAgent (including all payments received by the Agent with respect to Collateral as loss payee under insurance policies of the Borrowers), shall be applied, ratably, subject to the provisions of this Agreement, firstFIRST, to pay any fees, indemnities or expense reimbursements then due to the Agent from the applicable Borrower; secondSECOND, to pay any fees or expense reimbursements then due to the Lenders from the applicable Borrower; thirdTHIRD, to pay interest due in respect of all Revolving LoansLoans owing by any Borrower, including Non-Ratable BABC Loans and Protective Agent Advances; fourthFOURTH, to pay or prepay principal of the Non-Ratable BABC Loans and Protective AdvancesAgent Advances owing by any Borrower; fifthFIFTH, to pay or prepay principal of the Revolving Loans (other than Non-Ratable BABC Loans and Protective Agent Advances) and sixthunpaid reimbursement obligations in respect of Letters of Credit owing by any Borrower; SIXTH, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender by any Borrower; SEVENTH, to be paid over to such Person or any Persons as may be required by law (including pursuant to SECTION 9-504 of their Affiliates the UCC) or by court order; and EIGHTH, to be paid to the BorrowerBorrowers by transfer to bank accounts designated by either of them in writing. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the applicable Borrower, or unless an Event of Default has occurred and is continuingoutstanding, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section SECTION 2.2(j). The Agent and the Lenders shall have the continuing and exclusive 57 right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Revolving Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to the Agent and the Letter of Credit Issuer and except as provided in Section 11.1(e). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Revolving Loans, or not constituting payment of specific fees, and all proceeds of any Borrower's Accounts or any other Collateral received by the Agent, shall be applied, ratably, subject to the other provisions of this Agreement, first, to pay any fees, indemnities indemnities, or expense reimbursements reimbursements, then due to the Agent from the Borrower; Borrowers, second, to pay any fees or expense reimbursements then due to any of the Lenders from the Borrower; Borrowers, including any amounts relating to Bank Products, third, to pay interest due in respect of all the Revolving Loans, including Non-Ratable Loans and Protective Agent Advances; , fourth, to pay or prepay principal of the Non-Ratable Loans and Protective the Agent Advances; , fifth, to pay or prepay principal of the Revolving Loans (other than the Non-Ratable Loans and Protective the Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit and Credit Support, sixth, to pay an amount to the Agent equal to one hundred percent (100%) of the aggregate undrawn face amount of all outstanding Letters of Credit and Credit Support and the aggregate amount of any unpaid reimbursement obligations in respect of Letters of Credit and Credit Support, to be held as cash collateral for such Obligations, and seventh, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the BorrowerBorrowers. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the a Borrower, or unless an Event of Default has occurred and is continuingin existence, neither the Agent nor any Lender shall apply any payments payment which it receives to any LIBOR Rate Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Revolving Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent Loans and, in any event, the Borrowers shall promptly distribute to each Lender, pursuant to pay the applicable wire transfer instructions received from each Lender LIBOR breakage losses in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in accordance with Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations4.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to Agent and the Letter of Credit Issuer and except as provided in Section 11.1(b). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements including any amounts relating to Bank Products then due to the Agent from the any Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from the any Borrower; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit; sixth, to pay an amount to Agent equal to all outstanding Letter of Credit Obligations to be held as cash collateral for such Obligations; and seventh, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender or by any of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the BorrowerPalco, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Rate Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent Loans and, in any event, the Borrowers shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender pay LIBOR breakage losses in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in accordance with Section 2.2(j)4.4. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the ObligationsObligations then due and payable.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to Agent and the Letter of Credit Issuer and except as provided in Section 11.1(b). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements (excluding any amounts relating to Bank Products) then due to the Agent from the BorrowerBorrowers; second, to pay any fees or expense reimbursements then due to the Lenders from the BorrowerBorrowers; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Swing Line Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Non-Ratable Swing Line Loans and Protective Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Swing Line Loans and Protective Agent Advances) ), unpaid reimbursement obligations in respect of Letters of Credit and outstanding amounts due and owing under Hedge Agreements approved in writing by Agent and, to the extent obligations under pre-approved Hedge Agreements have been increased, only to the extent such increase has been approved in writing by Agent, ratably as to all such obligations under this category; sixth, to pay an amount to Agent equal to all outstanding Letter of Credit Obligations to be held as cash collateral for such Obligations; and seventh, to the payment of any other Obligation (including any all amounts relating with respect to Bank Products due to the Agent or any Lender or any of their Affiliates by the Borrowerprovided under Section 1.4). Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the BorrowerBorrowers, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Eurodollar Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Eurodollar Revolving Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate CBFR Revolving Loans. The Agent Loans and, in any event, the Borrowers shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender pay Eurodollar breakage losses in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in accordance with Section 2.2(j)4.4. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal and interest payments (but excluding payments to any tranche established after the date of this Agreement pursuant to Section 2.2, 2.3 or 2.4 to the extent otherwise provided in the applicable amendment to this Agreement relating to such tranche) shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Term Loans to which such payments relate held by each such Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to the Agent or any Arranger. Principal and interest payments on any Term Loans made pursuant to any tranche established after the date of this Agreement pursuant to Section 2.2, 2.3 or 2.4 shall be allocated pro rata (or as may otherwise be provided for in the applicable amendment to this Agreement relating to such tranche) among the Lenders with commitments under any facility in respect thereof or with participations in such tranche (in each case subject to any limitations on non-pro rata payments otherwise provided in any such section). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Term Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the AgentAgent in accordance with the terms of the Loan Documents, shall be applied, ratably, subject to the provisions of this Agreement and any applicable Acceptable Intercreditor Agreement, : first, to pay any fees, indemnities or expense reimbursements then due to the Agent or the Arrangers from the Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; third, to pay interest due in respect of all Revolving Term Loans, including Non-Ratable Loans and Protective Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective AdvancesTerm Loans; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Advances) and sixth, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.51 [[6024167]]

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, shall be apportioned ratably among payable solely to the LendersLender (except for fees payable to the Letter of Credit Issuer if different than the Lender). All payments shall be remitted to the Agent Lender and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the AgentLender, shall be applied, ratably, applied subject to the provisions of this Agreement, firstFIRST, to pay any fees, indemnities or expense reimbursements then due to the Agent Lender from the BorrowerBorrowers; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; thirdSECOND, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective Advances; fifthTHIRD, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Advances) unpaid reimbursement obligations in respect of Letters of Credit; FOURTH, to pay or prepay principal of the Term Loan then due; FIFTH, to pay an amount to Lender equal to all outstanding Letter of Credit Obligations then due to be held as cash collateral for such Obligations; and sixthSIXTH, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the BorrowerBorrowers. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the BorrowerBorrowers, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall not apply any payments which it receives to any LIBOR Revolving Rate Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving LoansLoans and, in any event, the Borrowers shall pay LIBOR breakage losses in accordance with SECTION 4.4. The Agent shall promptly distribute to each LenderUpon the occurrence and continuation of an Event of Default, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to Agent and the Letter of Credit Issuer and except as provided in Section 11.1(b) (Amendments and Waivers). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements (but excluding any amounts relating to Bank Products) then due to the Agent from the Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from the BorrowerBorrower (but excluding any amounts relating to Bank Products); third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit; sixth, to pay or prepay principal of the Term Loans; seventh, to the payment of any other Obligation including any amounts relating to Bank Products amount then due to the Agent or any Lender or any with respect to Bank Products; and eighth, to pay an amount to Agent equal to all outstanding Letter of their Affiliates by the BorrowerCredit Obligations and contingent outstanding Obligations related to Bank Products not yet due to be held as cash collateral for such Obligations. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuingoccurred, neither the Agent nor any Lender shall apply any payments which that it receives to any LIBOR Revolving Rate Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent Loans and, in any event, the Borrower shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender pay LIBOR breakage losses in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in accordance with Section 2.2(j4.4 (Funding Losses). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.reverse

Apportionment, Application and Reversal of Payments. Principal Aggregate principal and interest payments by the Borrower shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees by the Borrower shall, as applicable, be apportioned ratably among the Lenders. All payments by the Borrower shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral of the Borrower received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, firstFIRST, to pay any fees, indemnities or expense reimbursements then due to the Agent from the Borrower; secondSECOND, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; thirdTHIRD, to pay interest due in respect of all Revolving LoansLoans for the account of the Borrower, including Non-Ratable Loans Loans, Agent Advances and Protective Over Advances; fourthFOURTH, to pay or prepay principal of the Non-Ratable Loans for the account of the Borrower, Agent Advances and Protective AdvancesOver Advances for the account of the Borrower; fifthFIFTH, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans Loans, Agent Advances and Protective Over Advances) for the account of the Borrower and sixthunpaid reimbursement obligations in respect of Letters of Credit for the account of the Borrower; and SIXTH, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuingoutstanding, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving LoanLoan for the account of the Borrower, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(jSECTION 2.2(k). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, except as applicableotherwise provided in this Agreement, be apportioned ratably among the Lenders, except for fees payable solely to Administrative Agent and the Letter of Credit Issuer and except as provided in Section 11.1(b). All payments shall be remitted to the Administrative Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Administrative Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Administrative Agent from the BorrowerBorrowers; second, to pay any fees or expense reimbursements then due to the Lenders from the BorrowerBorrowers; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit; sixth, to pay an amount to Administrative Agent equal to the aggregate undrawn face amount of all outstanding Letters of Credit to be held as cash collateral for such Obligations; and seventh, to the payment of any other Obligation Obligation, including any amounts relating to Bank Products due to the Administrative Agent or any Lender or any of their Affiliates by the BorrowerBorrowers. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the BorrowerBorrowers, or unless an Event of Default has occurred and is continuing, neither the Administrative Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Revolving Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving LoansLoans and, in any event, the Borrowers shall pay LIBOR breakage losses in accordance with Section 4.4. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans held by each Lender and to which such payments relate held by each Lenderrelate) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to the Agent and the Letter of Credit Issuer and except as provided in Section 11.1(b). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent or the Banks, or any of them, from the BorrowerBorrowers; second, to pay any fees or expense reimbursements then due to the Lenders from the BorrowerBorrowers; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit and to pay an amount to the Agent equal to all outstanding Letter of Credit obligations to be held as cash collateral for such Obligations; sixth, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender by the Borrowers (including Obligations arising from Hedge Agreements); seventh, to pay any fees indemnities or expense reimbursements relating to Bank Products (excluding Hedge Agreements) then due to the Banks, or any of their Affiliates them, from the Borrowers; and eighth, upon request by the BorrowerBorrowers, to the Borrowers. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the BorrowerBorrowers, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Rate Loan, except (ai) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (bii) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent Loans and, in any event, the Borrowers shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender pay LIBOR breakage losses in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in accordance with Section 2.2(j)4.4. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the ObligationsObligations in accordance with this Agreement.

Apportionment, Application and Reversal of Payments. Principal Aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent from the Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable BofA Loans and Protective Agent Advances, and Term Loans; fourth, to pay or prepay principal of the Non-Ratable BofA Loans and Protective Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable BofA Loans and Protective Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit; sixth, to pay or prepay principal of the Term Loans (to installments thereof in the inverse order of maturity); and seventh, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuingoutstanding, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan or LIBOR Term Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans or Base Rate Term Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements including any amounts relating to Bank Products then due to the Agent from the Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit; and sixth, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal and interest payments (but excluding payments to any tranche established after the date of this Agreement pursuant to Section 2.5, 2.6 or 2.7 to the extent otherwise provided in the applicable amendment to this Agreement relating to such tranche) shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each such Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to the Agent, any Arranger or the applicable Letter of Credit Issuer. Principal and interest payments on any loans made pursuant to any tranche established after the date of this Agreement pursuant to Section 2.5, 2.6 or 2.7 shall be allocated pro rata (or as may otherwise be provided for in the applicable amendment to this Agreement relating to such tranche) among the Lenders with commitments under any facility in respect thereof or with participations in such tranche (in each case subject to any limitations on non-pro rata payments otherwise provided in any such section). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the AgentAgent in accordance with the terms of the Loan Documents, shall be applied, ratably, subject to the provisions of this Agreement and any applicable Acceptable Intercreditor Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent or the Arrangers from the Borrowerapplicable Borrower or Borrowers; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrowerapplicable Borrower or Borrowers; third, to pay interest due in respect of all Revolving LoansLoans of the applicable Borrower or Borrowers, including Non-Ratable Swingline Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Non-Ratable Swingline Loans and Protective AdvancesAgent Advances of the applicable Borrower or Borrowers; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable excluding the applicable Swingline Loans and Protective applicable Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit of the Company and its Subsidiaries and, if an Event of Default has occurred and is continuing at such time, to pay Designated Bank Products Obligations of the applicable Obligor or Obligors in respect of any Waterfall Priority Hedge Agreements, in an amount not to exceed the amount of the Waterfall Priority Hedge Agreement Reserve with respect to such Waterfall Priority Hedge Agreement; sixth, to pay an amount to the Agent equal to all outstanding Obligations (contingent or otherwise) with respect to outstanding Letters of Credit issued for the account of the Company or any of its Subsidiaries to be held as cash collateral for such Obligations; seventh, to the payment of any other Obligation applicable Obligations, including any amounts relating to Bank Products not otherwise paid above, due to the Agent, any Lender, any Affiliate of the Agent or any Lender or any of their Affiliates other Secured Party, by the Obligors; and eighth, to pay any remaining amounts to the applicable Borrower or Borrowers for its or their own account; provided that (a) no proceeds from the Canadian Collateral shall be applied to the outstanding principal amount of U.S. Revolving Loans or to cash collateralize outstanding Letters of Credit (other than Letters of Credit issued for the account of any Canadian Obligor or any ROW Borrower) and (b) proceeds from the U.S. Collateral shall be applied to the outstanding principal amount of U.S. Revolving Loans, ROW Revolving Loans and French Swingline Loans, to cash collateralize outstanding Letters of Credit and to pay other U.S. Obligations (in the order set forth above) before being applied to the payment or cash collateralization of any Canadian Obligations. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the BorrowerBorrowers, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan or BA Equivalent Loan, except (ai) on the expiration date of the Interest Period or BA Equivalent Interest Period applicable to any such LIBOR Rate Loan or BA Equivalent Loan, or (bii) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent Loans and, in such event, the Borrowers shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender pay LIBOR Loan or BA Equivalent Loan breakage losses in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in accordance with Section 2.2(j)5.4. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the applicable U.S. Obligations, ROW Obligations, Canadian Obligations or French Obligations. Notwithstanding anything to the contrary herein, this Section 4.6 may be amended in accordance with Section 12.1(c) (and the Lenders hereby irrevocably authorize the Agent to enter into any such amendments) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Section 2.5, 2.6 or 2.7, as applicable.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this AgreementSECTION 4.5 above, firstFIRST, to pay any fees, indemnities or expense reimbursements reimbursements, including any amounts relating to Bank Products then due to the Agent from the Borrower; secondSECOND, to pay any reasonable fees or expense reimbursements then due to the Lenders from the Borrower; thirdTHIRD, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Agent Advances; fourthFOURTH, to pay or prepay principal of the Non-Ratable Loans and Protective Agent Advances; fifthFIFTH, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Agent Advances) and sixthunpaid reimbursement obligations in respect of Letters of Credit; SIXTH, to pay or prepay principal of the Term Loan; and SEVENTH, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan or LIBOR Term Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans or Base Rate Term Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section SECTION 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal Aggregate --------------------------------------------------- principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any ----- fees, indemnities or expense reimbursements including any amounts relating to ACH Transactions then due to the Agent from the BorrowerBorrowers; second, to pay any ------ fees or expense reimbursements then due to the Lenders from the BorrowerBorrowers; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable BABC ----- Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Non-Ratable BABC Loans ------ and Protective Agent Advances; fifth, to pay or prepay principal of the Revolving Loans ----- (other than Non-Ratable BABC Loans and Protective Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit; and sixth, to the payment of any other ----- Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuingoutstanding, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The -------------- Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal and interest (a) All payments received by JPM for application to the Obligations shall be apportioned ratably among the Lenders applied to such Obligations in such manner as JPM shall determine in its sole discretion. (according b) JPM shall have absolute discretion as to the unpaid principal balance time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by JPM (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Loans to which such payments relate held purchase money by each Lender) and payments JPM or of the fees shall, as applicable, be apportioned ratably among officer making the Lenders. All payments sale shall be remitted a sufficient discharge to the Agent purchaser or purchasers of the Collateral so sold and all such payments purchaser or purchasers shall not relating be obligated to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject see to the provisions application of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent from the Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Advances; fourth, to pay or prepay principal part of the Non-Ratable Loans and Protective Advances; fifthpurchase money paid over to JPM or such officer or be answerable in any way for the misapplication thereof. (c) If, to pay or prepay principal after receipt of the Revolving Loans (other than Non-Ratable Loans and Protective Advances) and sixth, any payment which is applied to the payment of all or any part of any Obligations, JPM is for any reason compelled to surrender such payment or proceeds to any person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible set-off, or a diversion of trust funds, or for any other Obligation including reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by JPM and each Pledgor shall be liable to pay to JPM, and shall indemnify JPM and holds JPM harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 5.02(c) shall be and remain effective notwithstanding any amounts relating contrary action which may have been taken by JPM in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to Bank Products due JPM’s rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 5.02(d) shall survive the Agent or any Lender or any termination of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to the Agent, the LC Issuer, and the Acceptance Lender, respectively, and except as provided in Section 10.13. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other any Facility Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this AgreementAgreement (including, the first sentence of Section 2.11(a) and Section 6.32(b)) first, to pay any fees, indemnities indemnities, or expense reimbursements including amounts then due to the Agent from the Borrower; Borrowers, second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; Borrowers, third, to pay interest due in respect of all the Revolving Loans, including Non-Ratable Loans and Protective Collateral Protection Advances; , fourth, to pay or prepay principal of the Non-Ratable Loans and Protective the Collateral Protection Advances; , fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Collateral Protection Advances) ), unpaid Reimbursement Obligations, and unpaid Acceptance Reimbursement Obligations, sixth, during the existence of any Default, to pay an amount to the Agent equal to 110% of the aggregate undrawn face amount of all outstanding Facility LCs and Acceptances, to be held as cash collateral in the Facility LC/Acceptance Collateral Account for such Obligations, seventh, to the payment of the Term Loans B as specified in the following sentence, eighth, to payment of any amounts owing with respect to Banking Services, and ninth, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the BorrowerBorrowers; provided that any payment received from or proceeds of Facility Collateral of (a) any Canadian Obligated Party shall be applied only to the Canadian Obligations and (b) any U.K. Obligated Party shall be applied only to the U.K. Obligations. With respect to any payments due on the Term Loans B, such payments shall be applied ratably, subject to the provisions of this Agreement, first, to pay interest due in respect of the Term Loans B and second, to pay or prepay principal of the Term Loans B, with any prepayment amount being applied to scheduled installments of the Term Loans B in the inverse order of maturity. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the a Borrower, or unless an Event of a Default has occurred and is continuingin existence, neither the Agent nor any Lender shall apply any payments payment which it receives to any LIBOR Revolving Eurodollar Loan, except (ay) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, Eurodollar Loan or (bz) in the event, and only to the extent, that there are no outstanding Base Floating Rate Revolving LoansLoans and, in any event, the Borrowers shall pay the Eurodollar breakage losses in accordance with Section 3.4. The Agent shall promptly distribute to each Lender, pursuant Subject to the applicable wire transfer instructions received from each Lender in writingfirst sentence of Section 2.11(a), such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The the Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal (a) Unless an Event of Default shall have occurred, all payments received by Agent and interest payments Lenders from Borrower hereunder shall be apportioned ratably among the Lenders (according applied to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, Obligations as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, follows: first, to pay any fees, indemnities or expense reimbursements then fees and expenses due to the Agent from the Borrowerand payable under this Agreement; second, to pay any fees or expense reimbursements accrued interest then due to and payable on the Lenders from the BorrowerLine of Credit Loans; third, to pay accrued interest then due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Advancespayable on the Convertible Term Loan; fourth, to pay installments, if any, then owing of principal which have been scheduled as due and payable on the Line of Credit Loans before the final maturity or prepay principal acceleration of the Non-Ratable Loans and Protective Advancessuch Loans; fifth, to pay installments, if any, then owing of principal which have been scheduled as due and payable on the Convertible Term Loan before the final maturity or prepay acceleration of such Loan; sixth, to accrued interest not yet due and payable on the Line of Credit Loans; seventh, to the principal the Line of Credit Loans, and, if payable in installments, to the installments thereof in the inverse order of maturity, whether or not then due, together with any premium due thereon; eighth, to accrued interest not yet due and payable on the Convertible Term Loan; ninth, to the principal of the Revolving Loans (other than Non-Ratable Loans and Protective Advances) and sixthConvertible Term Loan, and, if payable in installments, to the payment installments thereof in the inverse order of maturity, whether or not then due, together with any premium due thereon; and last, to any other Obligation including any amounts relating Obligations owing to Bank Products due to the Agent or any Lender or any of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless and Lenders. (b) If an Event of Default has occurred shall have occurred, all payments received by Agent from Borrower hereunder shall be applied to the Obligations the order and is continuing, neither manner which the Agent nor in its sole discretion shall determine. (c) Borrower hereby irrevocably waives the right to direct the application of any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date payment or proceeds in respect of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving LoansObligations. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) ). Prior to the occurrence of an Event of Default, all proceeds of Collateral shall be applied by Administrative Agent against the outstanding Obligations as otherwise provided in this Agreement. Anything contained herein or in any other Loan Document to the contrary notwithstanding, all payments and payments collections received in respect of the fees shallObligations and all proceeds of the Collateral received, as applicablein each instance, be apportioned ratably among by Administrative Agent or any Lender after the Lenders. All payments occurrence and during the continuance of an Event of Default and the resultant declaration that all Obligations are immediately due and payable shall be remitted to the Administrative Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, distributed as follows: (i) first, to pay any fees, indemnities or expense reimbursements then due to the Agent from the Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Advances) and sixth, to the payment of any outstanding reasonable out-of-pocket costs and expenses incurred by any Agent in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, and in protecting, preserving or enforcing rights under this Agreement or any of the other Obligation including any Loan Documents, and payable by Borrowers under this Agreement, including, without limitation, under Sections 3.7, 3.9 and 13.2 hereof (such funds to be retained by the applicable Agent for its own account unless it has previously been reimbursed for such costs and expenses by Lenders, in which event such amounts relating shall be remitted to Bank Products due Lenders to reimburse them for payments theretofore made to such Agent); (ii) second, to the payment of any outstanding interest or fees due under the Loan Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; (iii) third, to the payment of the principal balance of the Swingline Loans; (iv) fourth, to the payment of principal on the Revolving Credit Loans, unpaid reimbursement obligations in respect of Letters of Credit, together with amounts to be held by Administrative Agent as collateral security for any outstanding Letters of Credit pursuant to subsection 11.3.5 hereof, amounts owing with respect to Derivative Obligations (other than Excess Derivative Obligations), the aggregate amount paid to, or held as collateral security for, Lenders (and their Affiliates, as applicable in the case of Derivative Obligations) to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; (v) fifth, to the payment of all other unpaid Obligations (including, without limitation, all Product Obligations not included in any of the preceding clauses of this subsection 4.4.2) and all other indebtedness, obligations, and liabilities of the Loan Parties to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and (vi) finally, to Borrowers or otherwise as required by law or court order. Except as otherwise specifically provided for herein, Borrowers hereby irrevocably waive the right to direct the application of payments and collections at any time received by Administrative Agent or any Lender from or on behalf of Borrowers or any of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the eventGuarantor, and only to the extent, Borrowers hereby irrevocably agree that there are no outstanding Base Rate Revolving Loans. The Administrative Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such payments and collections received at any time by Administrative Agent or any Lender against the Obligations in the manner described above. In the event that the amount of any Derivative Obligation is not fixed and determined at the time proceeds of Collateral are received which are to be allocated thereto, the proceeds of Collateral so allocated shall be held by Administrative Agent as collateral security (in a non-interest bearing account) until such Derivative Obligation is fixed and payments determined and then the same shall (if and when, and to any portion the extent that, payment of such liability is required by the terms of the Obligationsrelevant contractual arrangements) be applied to such liability.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable: (i) solely to the Agent as set forth herein; (ii) to the Agent, for its own benefit, and certain Lenders as set forth in the Fee Letter; (iii) solely to the Letter of Credit Issuer as set forth in Section 2.6, and (iv) to certain Lenders as set forth in Section 11.1(b). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, : first, to pay any fees, indemnities indemnities, or expense reimbursements (including any obligations and liabilities of whatever kind or nature relating to Bank Products) then due to the Agent from the BorrowerObligated Parties; second, to pay any fees or expense reimbursements then due to the Lenders from the BorrowerObligated Parties; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit; sixth, to pay to the Agent and/or the applicable Letter of Credit Issuer(s) an aggregate amount equal to all outstanding Letter of Credit Obligations to be held as cash collateral for such Obligations; and seventh, to the payment of any all other Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the BorrowerObligations, if any. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which that it receives to any LIBOR Revolving Loan, except except: (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Revolving Loan, ; or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving LoansLoans and, in any event, the Obligated Parties shall pay LIBOR breakage losses in accordance with Section 4.4. The Each Obligated Party irrevocably waives the right to direct the application of any payments or Collateral proceeds, and agrees that the Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have the continuing and continuing, exclusive right to apply and reverse reapply same against the Obligations and reapply any to retain proceeds of Collateral or payments and all such proceeds and payments to any portion prepayments in respect of the ObligationsObligations to Cash Collateralize Letters of Credit and Credit Support during the continuation of an Event of Default, all in such manner as the Agent deems advisable, notwithstanding any entry by the Agent in its records.

Apportionment, Application and Reversal of Payments. Principal Except as otherwise required pursuant to Section 2.19, principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) as set forth in this Article II and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to the Agent or the LC Issuer and except as provided in Section 2.10(c). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, Loans or not constituting payment of specific feesfees as specified by the Borrower Representative, and all proceeds of Accounts or other any Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities indemnities, or expense reimbursements including amounts then due to the Agent from the Borrower; Borrower (other than in connection with Rate Management Obligations), second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; Borrower (other than in connection with Rate Management Obligations), third, to pay interest due in respect of all Revolving Loansthe Overadvances and Protective Advances, including fourth, to pay the principal of the Overadvances and Protective Advances, fifth, to pay interest due in respect of the Non-Ratable Loans, sixth, to pay interest due in respect of the Revolving Loans and Swingline Loans (other than Non-Ratable Loans, Overadvances and Protective Advances; fourth), seventh, to pay or prepay principal of the Non-Ratable Loans and Protective Advances; fifthLoans, eighth, to pay or prepay principal of the Revolving Loans and Swingline Loans (other than Non-Ratable Loans Loans, Overadvances and Protective Advances) and sixthunpaid reimbursement obligations in respect of Facility LCs, ninth, to pay an amount to the Agent equal to one hundred five percent (105%) of the aggregate undrawn face amount of all outstanding Facility LCs and the aggregate amount of any unpaid reimbursement obligations in respect of Facility LCs, to be held as cash collateral for such Obligations, tenth, to payment of any amounts owing with respect to obligations of the Loan Parties in respect of any Commodity Hedging Agreements that are secured by the Collateral, and eleventh, to the payment of any other Secured Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the BorrowerBorrower Representative, or unless an Event of a Default has occurred and is continuingin existence, neither the Agent nor any Lender shall apply any payments payment which it receives to any LIBOR Revolving Eurodollar Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, Eurodollar Loan or (b) in the event, and only to the extent, that there are no outstanding Base Floating Rate Revolving Loans. The Agent Loans and, in any event, the Borrower shall promptly distribute to each Lender, pursuant to pay the applicable wire transfer instructions received from each Lender Eurodollar breakage losses in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in accordance with Section 2.2(j)3.4. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations.

Apportionment, Application and Reversal of Payments. Principal Except as otherwise expressly provided by this Agreement, aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Revolving Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Revolving Loans, or not constituting payment of specific fees, and all proceeds of any Borrower’s Accounts or any other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities indemnities, or expense reimbursements reimbursements, then due to the Agent from the BorrowerBorrowers; second, to pay any fees or expense reimbursements then due to the Lenders from the BorrowerBorrowers; third, to pay interest due in respect of all the Revolving Loans, including Non-Ratable Loans and Protective Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective the Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than the Non-Ratable Loans and Protective the Agent Advances) ), unpaid reimbursement obligations in respect of Letters of Credit and Credit Support; and sixth, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the BorrowerBorrowers. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the a Borrower, or unless an Event of Default has occurred and is continuingin existence, neither the Agent nor any Lender shall apply any payments payment which it receives to any LIBOR Rate Revolving Loan, Loan except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Revolving Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal Aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent from the Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit; and sixth, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuingoutstanding, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j2.2(h)(Settlement). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal and interest payments in respect of any class(es) (but excluding payments to any tranche established after the date of this Agreement pursuant to Section 2.5, 2.6 or 2.7 to the extent otherwise provided in the applicable amendment to this Agreement relating to such tranche) shall be apportioned ratably among the Lenders of such class(es) (according to the unpaid principal balance of the Loans to which such payments relate held by each such Lender) and payments of the fees shall, as applicable, be apportioned ratably among the LendersLenders of each applicable class, except for fees payable solely to the Agent, any Arranger or the applicable Letter of Credit Issuer. Principal and interest payments on any loans made pursuant to any tranche established after the date of this Agreement pursuant to Section 2.5, 2.6 or 2.7 shall be allocated pro rata (or as may otherwise be provided for in the applicable amendment to this Agreement relating to such tranche) among the Lenders with commitments under any facility in respect thereof or with participations in such tranche (in each case subject to any limitations on non-pro rata payments otherwise provided in any such section). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the AgentAgent in accordance with the terms of the Loan Documents, shall be applied, ratably, subject to the provisions of this Agreement and any applicable Acceptable Intercreditor Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent or the Arrangers from the Borrowerapplicable Borrower or Borrowers; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrowerapplicable Borrower or Borrowers; third, to pay interest due in respect of all Revolving LoansLoans of the applicable Borrower or Borrowers, including Non-Ratable Swingline Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Non-Ratable Swingline Loans and Protective AdvancesAgent Advances of the applicable Borrower or Borrowers; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable excluding the applicable Swingline Loans and Protective applicable Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit of the Company and its Subsidiaries and, if an Event of Default has occurred and is continuing at such time, to pay Designated Bank Products Obligations of the applicable Obligor or Obligors in respect of any Waterfall Priority Hedge Agreements, in an amount not to exceed the amount of the Waterfall Priority Hedge Agreement Reserve with respect to such Waterfall Priority Hedge Agreement; sixth, to pay an amount to the Agent equal to all outstanding Obligations (contingent or otherwise) with respect to outstanding Letters of Credit issued for the account of the Company or any of its Subsidiaries to be held as cash collateral for such Obligations; seventh, to the payment of any other Obligation applicable Obligations, including any amounts relating to Bank Products not otherwise paid above, due to the Agent, any Lender, any Affiliate of the Agent or any Lender or any of their Affiliates other Secured Party, by the Obligors; and eighth, to pay any remaining amounts to the applicable Borrower or Borrowers for its or their own account; provided that (a) no proceeds from the Canadian Collateral shall be applied to the outstanding principal amount of U.S. Revolving Loans or to cash collateralize outstanding Letters of Credit (other than Letters of Credit issued for the account of any Canadian Obligor or any ROW Borrower) and (a) proceeds from the U.S. Collateral shall be applied to the outstanding principal amount of U.S. Revolving Loans, ROW Revolving Loans, French Swingline Loans and ANZ Revolving Loans, to cash collateralize outstanding Letters of Credit and to pay other U.S. Obligations (in the order set forth above) before being applied to the payment or cash collateralization of any Canadian Obligations. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the BorrowerBorrowers, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.113 [[5848018]][[DMS:6312716v7:05/07/2024--04:04 PM]] 4861-2153-1574 v.2

Apportionment, Application and Reversal of Payments. Principal Aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, firstFIRST, to pay any fees, indemnities or expense reimbursements then due to the Agent from the BorrowerBorrowers; secondSECOND, to pay any fees or expense reimbursements then due to the Lenders from the BorrowerBorrowers; thirdTHIRD, to pay interest due in respect of all Revolving Loans, including Non-Ratable BABC Loans and Protective Agent Advances; fourthFOURTH, to pay or prepay principal of the Non-Ratable BABC Loans and Protective Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable BABC Loans and Protective Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit; and sixth, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the BorrowerBorrowers. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the BorrowerBorrowers, or unless an Event of Default has occurred and is continuingoutstanding, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, Loan except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Reference Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(jSECTION 2.2(J). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to Agent and the Letter of Credit Issuer and except as provided in Section 11.1(b). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements including any such amounts relating to Bank Products then due to the Agent from the BorrowerBorrowers; second, to pay any fees or expense reimbursements then due to the Lenders from the BorrowerBorrowers; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit; sixth, to pay an amount to Agent equal to all outstanding Letter of Credit Obligations to be held as cash collateral for such Obligations; and seventh, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent Agent, the Bank or any Lender or Affiliate of the Bank by any of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the BorrowerBorrower Representative, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Rate Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving LoansLoans and, in any event, the Borrowers shall pay LIBOR breakage losses in accordance with Section 4.4. The Agent shall promptly distribute to each LenderAfter the occurrence and during the continuance of an Event of Default, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to Agent and the Letter of Credit Issuer and except as provided in Section 11.1(b). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent from the Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit; sixth, to pay an amount to Agent equal to all outstanding Letter of Credit Obligations to be held as cash collateral for such Obligations, less the aggregate amount of cash and Cash Equivalents held on such date in the Cash Collateralized Letter of Credit Account; and seventh, to the payment of any other Obligation Obligation, including any amounts relating to Bank Products Products, due to the Agent or any Lender or any of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.such

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to Agent and the Letter of Credit Issuer and except as provided in Section 11.1(b). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements, including all such fees, indemnities or expense reimbursements relating to Bank Products, then due to the Agent from Holdings, the Borrower or the Borrower's Subsidiaries; second, to pay any fees or expense reimbursements then due to the Lenders from Holdings and its Subsidiaries under the BorrowerLoan Documents; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit; sixth, to pay an amount to Agent equal to all outstanding Letter of Credit Obligations to be held as cash collateral for such Obligations if required under Section 1.4(g); and seventh, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender by Holdings and its Subsidiaries under the Loan Documents or any of their Affiliates by the Borrowerdocuments in connection with Bank Products. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Rate Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving LoansLoans and, in any event, the Borrower shall pay LIBOR breakage losses in accordance with Section 4.4. The Agent shall promptly distribute to each LenderSo long as an Event of Default has occurred and is continuing, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations. If reasonably requested by the Borrower, Agent shall provide the Borrower with an explanation describing any reversal and reapplication of any such proceeds.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to Agent and the Letter of Credit Issuer and except as provided in Section 11.1(b). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent from the Borrowerany Credit Party; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrowerany Credit Party; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit; sixth, to pay an amount to the Agent equal to all outstanding Obligations in respect of Letters of Credit to be held as cash collateral for such Obligations; and seventh, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or Agent, any Lender or any of their Affiliates by any Credit Party (including any Obligations arising under Bank Products); provided, that, (i) if any Lender (or its Affiliates) other than the BorrowerBank (or its Affiliates) provides Bank Products to a Credit Party, such Lender shall report to the Agent the current exposure of the Credit Parties to such Lender under such Bank Products (and any increase in such exposure since the last report) no less frequently than monthly and whenever requested by the Agent, and (ii) if there is any increase in the exposure of the Credit Parties to such Lender under such Bank Products and such Lender fails to report such increased exposure to the Agent as required in clause (i) above, then, notwithstanding anything to the contrary in this Agreement or any other Loan Document, the payment of such increased exposure shall not constitute an Obligation and shall not be secured by any of the Agent’s Liens. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent Loans and, in any event, the Borrowers shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender pay LIBOR breakage losses in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in accordance with Section 2.2(j)4.4. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.”

Apportionment, Application and Reversal of Payments. Principal Aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, : first, to pay any fees, indemnities or expense reimbursements then due to the Agent from the Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Bank of America Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Non-Ratable Bank of America Loans and Protective Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Bank of America Loans and Protective Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit; and sixth, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuingoutstanding, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Rate Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal and interest payments in respect of any class(es) (but excluding payments to any tranche established after the date of this Agreement pursuant to Section 2.5, 2.6 or 2.7 to the extent otherwise provided in the applicable amendment to this Agreement relating to such tranche) shall be apportioned ratably among the Lenders of such class(es) (according to the unpaid principal balance of the Loans to which such payments relate held by each such Lender) and payments of the fees shall, as applicable, be apportioned ratably among the LendersLenders of each applicable class, except for fees payable solely to the Agent, any Arranger or the applicable Letter of Credit Issuer. Principal and interest payments on any loans made pursuant to any tranche established after the date of this Agreement pursuant to Section 2.5, 2.6 or 2.7 shall be allocated pro rata (or as may otherwise be provided for in the applicable amendment to this Agreement relating to such tranche) among the Lenders with commitments under any facility in respect thereof or with participations in such tranche (in each case subject to any limitations on non-pro rata payments otherwise provided in any such section) . All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the AgentAgent in accordance with the terms of the Loan Documents, shall be applied, ratably, subject to the provisions of this Agreement and any applicable Acceptable Intercreditor Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent or the Arrangers from the Borrowerapplicable Borrower or Borrowers; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrowerapplicable Borrower or Borrowers; third, to pay interest due in respect of all Revolving LoansLoans of the applicable Borrower or Borrowers, including Non-Ratable Swingline Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Non-Ratable Swingline Loans and Protective AdvancesAgent Advances of the applicable Borrower or Borrowers; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable excluding the applicable Swingline Loans and Protective applicable Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit of the Company and its Subsidiaries and, if an Event of Default has occurred and is continuing at such time, to pay Designated Bank Products Obligations of the applicable Obligor or Obligors in respect of any Waterfall Priority Hedge Agreements, in an amount not to exceed the amount of the Waterfall Priority Hedge Agreement Reserve with respect to such Waterfall Priority Hedge Agreement; sixth, to pay an amount to the Agent equal to all outstanding Obligations (contingent or otherwise) with respect to outstanding Letters of Credit issued for the account of the Company or any of its Subsidiaries to be held as cash collateral for such Obligations; seventh, to the payment of any other Obligation applicable Obligations, including any amounts relating to Bank Products not otherwise paid above, due to the Agent, any Lender, any Affiliate of the Agent or any Lender or any of their Affiliates other Secured Party, by the Obligors; and eighth, to pay any remaining amounts to the applicable Borrower or Borrowers for its or their own account; provided that (a) no proceeds from the Canadian Collateral shall be applied to the outstanding principal amount of U.S. Revolving Loans or to cash collateralize outstanding Letters of Credit (other than Letters of Credit issued for the account of any Canadian Obligor or any ROW Borrower) and (b) proceeds from the U.S. Collateral shall be applied to the outstanding principal amount of U.S. Revolving Loans, ROW Revolving Loans and, French Swingline Loans and ANZ Revolving Loans, to cash collateralize outstanding Letters of Credit and to pay other U.S. Obligations (in the order set forth above) before being applied to the payment or cash collateralization of any Canadian Obligations. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the BorrowerBorrowers, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan or BA Equivalent Loan, except (ai) on the expiration date of the Interest Period or BA Equivalent Interest Period applicable to any such LIBOR Rate Loan or BA Equivalent Loan, or (bii) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent Loans and, in such event, the Borrowers shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender pay LIBOR Loan or BA Equivalent Loan breakage losses in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in accordance with Section 2.2(j)5.4. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the applicable U.S. Obligations, ROW Obligations, Canadian Obligations or French Obligations. Notwithstanding anything to the contrary herein, this Section 4.6 may be amended in accordance with Section 12.1(c) (and the Lenders hereby irrevocably authorize the Agent to enter into any such amendments) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Section 2.5, 2.6 or 2.7, as applicable.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to Agent and the Letter of Credit Issuer and except as provided in Section 11.1(b). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements other than any amounts relating to Bank Products then due to the Agent from the BorrowerBorrowers; second, to pay any fees or expense reimbursements then due to the Lenders from the BorrowerBorrowers; third, to pay interest due in respect of all Revolving Loans, including Ex-Im Bank Guaranteed Loans, Non-Ratable Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Ex-Im Bank Guaranteed Loans, Non-Ratable Loans and Protective AdvancesAgent Advances to the extent Bank has not received settlement from the other Lenders relating thereto as required by Section 12,15; fifth, to pay or prepay principal of the Revolving Loans (other than Nonthe portion originated as or designated as Ex-Ratable Im Bank Guaranteed Loans and Protective Advances) unpaid reimbursement obligations in respect of Letters of Credit; sixth, to pay an amount to Agent equal to all outstanding Letter of Credit Obligations to be held as cash collateral for such Obligations; seventh, to pay or prepay principal of the portion of the Revolving Loans originated as or designated as Ex-Im Bank Guaranteed Loans; and sixtheighth, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender by the Borrowers or any of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the any Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Rate Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent Loans and, in any event, the Borrowers shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender pay LIBOR breakage losses in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in accordance with Section 2.2(j)4.4. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the ObligationsObligations (i) to correct any misapplication or mistake in the application of such proceeds or payments, and (ii) to adjust or account for any disgorgement by Agent or any Lender, or any combination thereof, of any payment or the application of any proceeds received in connection with this Agreement.

Apportionment, Application and Reversal of Payments. Principal Aggregate principal and interest payments of a Borrower shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the AgentAgent (including all payments received by the Agent with respect to Collateral as loss payee under insurance policies of the Borrowers), shall be applied, ratably, subject to the provisions of this Agreement, firstFIRST, to pay any fees, indemnities or expense reimbursements then due to the Agent from the applicable Borrower; secondSECOND, to pay any fees or expense reimbursements then due to the Lenders from the applicable Borrower; thirdTHIRD, to pay interest due in respect of all Revolving LoansLoans owing by any Borrower, including Non-Ratable BABC Loans and Protective Agent Advances, and in respect of all Term Loans owing by HDSC; fourthFOURTH, to pay or prepay principal of the Non-Ratable BABC Loans and Protective AdvancesAgent Advances owing by any Borrower; fifthFIFTH, to pay or prepay principal of the Revolving Loans (other than Non-Ratable BABC Loans and Protective Agent Advances) and sixthunpaid reimbursement obligations in respect of Letters of Credit owing by any Borrower; SIXTH, to pay or prepay principal of the Term Loans; SEVENTH, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender by any Borrower; EIGHTH, to be paid over to such Person or any Persons as may be required by law (including pursuant to Section 9-504 of their Affiliates the UCC) or by court order; and NINTH, to be paid to the BorrowerBorrowers by transfer to bank accounts designated by either of them in writing. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the applicable Borrower, or unless an Event of Default has occurred and is continuingoutstanding, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan or LIBOR Term Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans or Base Rate Term Loans, as the case may be. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section SECTION 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) ), and payments of the fees, except for fees shallpayable solely to Agent and the Letter of Credit Issuer and except as provided in Section 11.1(b), as applicable, shall be apportioned ratably among the Lenders as may be provided in the separate fee letters between Agent and individual Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the AgentAgent or the Security Trustee, shall, except to the extent such payments constitute voluntary prepayments of the Term Loans (as to which the terms of Section 3.4(a) shall apply) or such payments constitute a mandatory repayment or prepayment of the Term Loans as provided in Section 3.4(b) or (c) (as to which the terms of Section 3.4(d) shall apply), be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements other than any amounts relating to Bank Products then due to the Agent Agent, the Security Trustee or Lenders from the BorrowerBorrowers; second, to pay any fees or expense reimbursements then due to the Lenders from the BorrowerBorrowers, other than any amounts relating to Bank Products; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit; sixth, to pay or prepay principal of the Term Loans; seventh, to pay an amount to Agent equal to all outstanding Letter of Credit Obligations to be held as cash collateral for such Obligations; and eighth, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the Borrowerfrom Borrowers. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the a Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives (i) to any LIBOR Revolving Rate Term Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Term Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Term Loans or (ii) to any LIBOR Rate Revolving Loan, except (c) on the expiration date of the Interest Period applicable to any such LIBOR Rate Revolving Loan, or (d) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The , and, in any event, the Borrower shall pay LIBOR breakage losses in accordance with Section 4.4; provided, however, that in the case of any necessary repayments of LIBOR Rate Loans Agent shall promptly distribute and Lenders will, prior to each Lenderthe occurrence and continuance of an Event of Default, apply such payments so as to minimize the amount of any payments required to be made pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j)4.4. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, except as applicableotherwise provided in the Interest and Fee Letter, be apportioned ratably among the Lenders, except for fees payable solely to the Administrative Agent and the Letter of Credit Issuer and except as provided in Section 11.1(b). All payments shall be remitted to the Administrative Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Administrative Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Administrative Agent from the BorrowerBorrowers; second, to pay any fees or expense reimbursements then due to the Lenders from the BorrowerBorrowers and to pay any amounts under ACH Transactions then owing to Bank of America; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit; sixth, to pay an amount to the Administrative Agent equal to the aggregate undrawn face amount of all outstanding Letters of Credit to be held as cash collateral for such Obligations; and seventh, to the payment of any other Obligation Obligation, including any amounts relating to Bank Products (other than ACH Transactions) due to the Administrative Agent or any Lender or any of their Affiliates by the BorrowerBorrowers. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the BorrowerBorrowers, or unless an Event of Default has occurred and is continuing, neither the Administrative Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Revolving Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving LoansLoans and, in any event, the Borrowers shall pay LIBOR breakage losses in accordance with Section 4.4. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lendera) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, Collateral Agent for application to the Obligations shall be appliedapplied as set forth in Section 8.03 of the ABL Credit Agreement. (b) The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, ratablymoneys or balances in accordance with the ABL Credit Agreement, subject to the provisions Intercreditor Agreement. Upon any sale of this AgreementCollateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), first, to pay any fees, indemnities the receipt of the purchase money by the Collateral Agent or expense reimbursements then due of the officer making the sale shall be a sufficient discharge to the Agent from purchaser or purchasers of the Borrower; second, Collateral so sold and such purchaser or purchasers shall not be obligated to pay any fees or expense reimbursements then due see to the Lenders from the Borrower; third, to pay interest due in respect application of all Revolving Loans, including Non-Ratable Loans and Protective Advances; fourth, to pay or prepay principal any part of the Non-Ratable Loans and Protective Advances; fifthpurchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. (c) If, to pay or prepay principal after receipt of the Revolving Loans (other than Non-Ratable Loans and Protective Advances) and sixth, any payment which is applied to the payment of all or any other Obligation including part of any amounts relating to Bank Products due to Obligations, the Collateral Agent or any Lender Secured Party is for any reason compelled to surrender such payment or proceeds to any person because such payment or application of their Affiliates proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible set‑off, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Borrower. Notwithstanding anything Collateral Agent or such Secured Party and the Borrower shall be liable to pay to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Collateral Agent and the Lenders other Secured Parties, and shall indemnify the Collateral Agent and the other Secured Parties and hold the Collateral Agent and the other Secured Parties harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 5.02(c) shall be and remain effective notwithstanding any contrary action which may have been taken by the continuing Collateral Agent or any Secured Party in reliance upon such payment or application of proceeds, and exclusive right any such contrary action so taken shall be without prejudice to apply the Collateral Agent’s and reverse the Secured Parties’ rights under this Agreement and reapply any shall be deemed to have been conditioned upon such payment or application of proceeds having become final and all such proceeds and payments to any portion irrevocable. The provisions of this Section 5.02(c) shall survive the Obligationstermination of this Agreement.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans held by each Lender and to which such payments relate held by each Lenderrelate) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to the Agent, the Co-Agent and the Letter of Credit Issuer and except as provided in Section 11.1(b). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent and the Co-Agent, or any of them, from the BorrowerBorrowers; second, to pay any fees or expense reimbursements then due to the Lenders from the BorrowerBorrowers; third, to pay interest then due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Agent Advances; fourth, to pay interest then due on the Term Loan, fifth, to pay or prepay principal of the Non-Ratable Loans and Protective Agent Advances; fifthsixth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Agent Advances) and sixthunpaid reimbursement obligations in respect of Letters of Credit and to pay an amount to the Agent equal to all outstanding Letter of Credit obligations to be held as cash collateral for such Obligations; seventh, to pay or prepay principal of the Term Loan; eighth, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender by the Borrowers (including Obligations arising from Hedge Agreements); ninth, to pay any fees, indemnities or expense reimbursements relating to Bank Products (excluding Hedge Agreements) then due to the Bank Products Providers, or any of their Affiliates them, from the Borrowers; and tenth, upon request by the BorrowerBorrowers, to the Borrowers. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the BorrowerBorrowers, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Rate Loan, except (ai) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (bii) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent Loans and, in any event, the Borrowers shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender pay LIBOR breakage losses in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in accordance with Section 2.2(j)4.4. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the ObligationsObligations in accordance with this Agreement.