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 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 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 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 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 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 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 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 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 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 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 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 2.1.3 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 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 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 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 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 expressly provided by this Agreement and the Intercreditor 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 Administrative 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 Administrative Agent, shall be applied, ratably, subject to the provisions of this Agreement and the Intercreditor Agreement, first, to pay any fees, indemnities indemnities, or expense reimbursements reimbursements, then due to the Agent Agents from the BorrowerBorrowers; second, to pay any fees or expense reimbursements then due to the Lenders from the BorrowerBorrowers; third, to the payment in full of Unfunded Advances/Participations; fourth, to pay interest due in respect of all the Revolving Loans, including Non-Ratable Loans and Protective Advances; fourthfifth, to pay or prepay principal of the Non-Ratable Swingline Loans and Protective the Agent Advances; fifthsixth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Unfunded Advances/Participations the Swingline Loans and Protective the Agent Advances) ), seventh to pay or prepay unpaid reimbursement obligations in respect of, or cash collateralize, Letters of Credit (other than Unfunded Advances/Participations); and sixtheighth, to the payment of any other Obligation including any amounts relating to Bank Products due to the an Agent or any Lender or any of their Affiliates by the BorrowerBorrowers (including in respect of Bank Products). 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 Administrative Agent nor any Lender shall apply any payments payment which it receives to any LIBOR LIBO Rate Revolving Loan, Loan except (a) on the expiration date of the Interest Period applicable to any such LIBOR LIBO Rate Revolving 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.

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 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 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, including any amounts relating to Bank Products 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 the Non-Ratable Loans and Protective Agent Advances; , fourth, ------ to pay interest due in respect of the Term B Loans, fifth, to pay interest due ----- in respect to the Term A Loans, sixth, to pay or prepay principal of the ----- Non-Ratable Loans and Protective the Agent Advances; fifth, seventh, 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 Credit Support, eighth, to pay or prepay principal of the Term B Loans, ------ ninth, to pay or prepay principal of the Term A Loans, tenth, 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, and eleventh, 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 Revolving Rate 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 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)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 LoansLoans as otherwise provided in this Agreement, 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, from and after the entry of the Final Order, to pay any fees or expense reimbursements then due to the Lenders from the Borrowermake Adequate Protection Payments; third, third to pay interest due in respect of all Post-Petition Revolving Loans, including Non-Ratable Settlement Loans and Protective Agent Advances, and all unpaid reimbursement obligations in respect of Letters of Credit; fourth, until the outstanding Pre-Petition Obligations are equal to or less than the Agreed Pre-Petition Outstanding Balance, to pay or prepay the principal of the NonPre-Ratable Loans and Protective AdvancesPetition Revolving Loans; fifth, to pay or prepay principal of the Settlement Loans and Agent Advances; sixth, to pay or prepay principal of the Post-Petition Revolving Loans (other than Non-Ratable Settlement Loans and Protective Agent Advances) ), with such payments to be applied first in satisfaction of any Base Rate Loans, and sixthto pay, prepay or provide cash collateral in respect of outstanding Letters of Credit or any unpaid reimbursement obligations in respect thereof, as applicable; and seventh, to the payment of any other Post-Petition 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, 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 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 Aggregate principal and interest payments of 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 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 Borrower), 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 LoansLoans owing by the Borrower, including Non-Ratable BABC Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Non-Ratable BABC Loans and Protective AdvancesAgent Advances owing by the Borrower; 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 owing by the 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 BorrowerBorrower by transfer to bank accounts designated by it in writing. 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.wire

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 Administrative Agent and the Letter of Credit Issuer and except as provided in Section 11.1(e). All payments shall be remitted to the Administrative 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 Obligated Party's Accounts or any other Collateral received by the Administrative 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 Administrative Agent from the Borrower; Borrowers, second, to pay any fees or expense reimbursements then due to any of the Lenders from the Borrower; Borrowers, 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, sixth, during the existence of a Default or an Event of Default, to pay an amount to the Administrative Agent equal to 100% of the aggregate undrawn face 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 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 a 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 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 LoansLoans and, in any event, the Borrowers shall pay the LIBOR breakage losses in accordance with Section 4.4. The Agent shall promptly distribute Subject to each Lenderitems "first" through "seventh" preceding, 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 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 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 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 customary administrative fees, expense reimbursements, or similar 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 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 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 continuing, neither the Agent nor any Lender shall apply any payments payment 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 the LIBOR breakage losses in accordance with Section 4.4. The Agent shall promptly distribute to each LenderTo the extent not inconsistent with the express terms of this Agreement, 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 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 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 LIBOR 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 4.5 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, 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 AgreementAgreement (including Section 3.3(c)), first, to pay any fees, indemnities or expense reimbursements then due to the Agent or the Arranger from the BorrowerObligors (other than fees and expenses related to Bank Products); second, to pay any fees or expense reimbursements then due to the Lenders from the BorrowerObligors (other than fees and expenses related 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 (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, to pay or prepay principal of the Term Loans; seventh, 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 eighth, 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 to the Agent or with any Lender or any Affiliate of their Affiliates a Lender; provided, that, if any Lender (or any of its Affiliates) 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 eighth with respect to Bank Products provided by the BorrowerBank and its Affiliates 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 increase in the Obligors’ 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, 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. Interest payments received by Agent on any date shall be apportioned between the Term Loan and the Revolving Credit Loan on a pro rata basis based on the total amount of interest then due on the Obligations as of such date. Principal and interest payments in respect of the Revolving Credit Loans or the Term Loan shall be apportioned ratably among the Revolving Lenders or the Term Lenders, as the case may be (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments ). Unless an Event of the fees shallDefault is in existence, as applicable, be apportioned ratably among the Lenders. All 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 Section 3.3, 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 from the BorrowerAgent; second, to pay any fees fees, indemnities, or expense reimbursements reimbursement (other than amounts related to Product Obligations) then due to the Lenders from the Borrowerany Lender; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Swingline Loans and Protective AdvancesCollateral Protection Loans; fourth, to pay or prepay principal of the Non-Ratable Swingline Loans and Protective AdvancesCollateral Protection Loans; fifth, to pay or prepay principal of the Revolving Credit Loans (other than Non-Ratable Swingline Loans and Protective Advances) Collateral Protection Loans), unpaid reimbursement in respect of LC Obligations and any amounts due with respect to Product Obligations; sixth, to pay an amount to Agent equal to all outstanding LC Obligations in the amount of 110% thereof to be held as cash Collateral for such Obligations; seventh, to payment of principal of the Term Loan then due; eighth, to the payment of any other Obligation including any amounts relating to Bank Products then due to the Agent or any Lender or any Lender. 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 continuing(but subject to the third sentence of subsection 3.3.2), neither Agent, at the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date direction of the Interest Period applicable to any such LIBOR Rate LoanMajority Revolving Lenders, 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 collections received at any time or times hereafter by Agent or its agent and paid to Agent or any portion Revolving Lender in repayment of Obligations, to the Obligationsother Obligations owing to Agent or any Revolving Lender in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Revolving 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, 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 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 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 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 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 (a) 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. (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, 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 pay, pro rata, any fees, indemnities or expense reimbursements then due to the Agent and the Term Agent from the BorrowerBorrower under this Agreement and the Term Loan Agreement; second, to pay pay, pro rata, any fees or expense reimbursements then due to the Lenders and the Term Lenders from the BorrowerBorrower under this Agreement, the Term Loan Agreement and the Loan Agreements; third, to pay pay, pro rata, interest due in respect of all Revolving Loans, including Non-Ratable Loans BANA Loans, Agent Advances and Protective AdvancesTerm Loans; fourth, to pay or prepay prepay, pro rata, principal of the Non-Ratable BANA Loans and Protective the Agent Advances, Revolving Loans, unpaid reimbursement obligations in respect of Letters of Credit and Term Loans; and fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Advances) and sixthpayment, to the payment pro rata, of any other Obligation including any amounts relating to Bank Products or Term Loan Obligation due to the Agent or Agent, the Term Agent, any Lender or any of their Affiliates Term Lender by the Borrower. (c) 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 (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; provided, further, with respect to outstanding Obligations pursuant to the Interest Rate Swap, for purposes of payment only, the Swap Creditor shall be paid after the Lenders have been paid in full with respect to the remaining Obligations. 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 Term Loan Obligations, as the case may be.

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)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 Receivables 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 the Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Agent 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 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) (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 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 BorrowerBorrower (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 BorrowerBorrower (other than in connection with Banking Services or Rate Management Obligations); third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and the Protective Advances; fourth, to pay or prepay the principal of the Non-Ratable Loans and Protective Advances; fifth, to pay interest due in respect of the Revolving Loans and Swingline Loans (other than Protective Advances); sixth, to pay or prepay (a) principal of the Revolving Loans and Swingline Loans (other than Non-Ratable Loans and Protective Advances) and sixth, unpaid reimbursement obligations in respect of Facility LCs and (b) to the payment of any other Obligation including any amounts relating owing under Rate Management Obligations (i) to Bank Products due the extent either (x) the applicable Secured Party has provided notice to the Agent in accordance with the definition of Secured Obligations or any Lender or any of their Affiliates by (y) to the extent such Rate Management Obligations appear on (A) the Borrower. Notwithstanding anything ’s reports pursuant to Section 6.1(m) and/or (B) Schedule 5.30A and (ii) for which Reserves have been established; seventh, to pay an amount 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 equal to any LIBOR Revolving Loan, except one hundred three percent (a103%) 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 aggregate undrawn face amount of all 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 Facility LCs and the Lenders shall have the continuing and exclusive right aggregate amount of any unpaid reimbursement obligations in respect of Facility LCs, to apply and reverse and reapply be held as cash collateral for such Obligations; eighth, to payment of any and all such proceeds and payments to any portion of the Obligations.amounts owing

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 Obligor; second, to pay any fees or expense reimbursements then due to the Lenders from any Obligor and to pay any amounts under ACH Transactions then owing to the BorrowerBank or any Affiliate of the Bank; third, to pay interest due in respect of all Revolving Loans, including Non-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 by any Obligor (including any amounts relating to Hedge Agreements or any of their Affiliates by the Borrowerother Bank Products). 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 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 (i) Except as otherwise provided with respect to Defaulting Lenders, and subject to the Administrative Agent reservation of the right, in its sole discretion, to exclude from any such payment collections that the Administrative Agent determines may constitute amounts attributable to trust fund taxes or Hydrocarbon Interests of third persons and subject to any other agreement among the Lenders regarding the application of payments, aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans Indebtedness to which such payments relate held by each individual Lender, but subject to the Fee Split Letter) and payments of the fees and expenses (other than fees designated for Administrative Agent's or Collateral Agent's sole and separate accounts) shall, as applicable, be apportioned ratably among the LendersLenders (in accordance with their applicable Percentage Share, but subject to the Fee Split Letter). All payments on account of the payment of the Indebtedness 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 any Agent, shall be applied, ratably, subject to the provisions of this Agreement, applied as follows: first, to pay any fees, indemnities fees or expense reimbursements Lender Group Expenses then due to the Agent from Agents under the Borrower; Loan Documents until paid in full, second, to pay any fees or expense reimbursements Lender Group Expenses then due under the Loan Documents to the Lenders from the Borrower; Lenders, in respect of their Percentage Share thereof, third, ratably to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Advancesuntil paid in full; fourth, ratably to pay or prepay principal of the Non-Ratable all Loans and Protective Advancesuntil paid in full; fifth, to pay or prepay principal be held by Administrative Agent as cash collateral in accordance with Section 2.16(e) hereof with respect to unreimbursed obligations in respect of the Revolving Loans (other than Non-Ratable Loans and Protective Advances) and Letters of Credit; 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 if an Event of Default has occurred and is continuing, neither to pay any other Indebtedness due to the Agent nor Agents or any Lender shall apply any payments which it receives to any LIBOR Revolving LoanLender, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the eventa ratable basis, and only seventh, to the extent, that there are no outstanding Base Rate Revolving LoansBorrower and wired to its Designated Account. 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 receivereceive as provided above, subject to a Settlement 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 Obligations2.11.

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 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 applicable Borrower; 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 such Borrower; 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 such Borrower to be held as cash collateral for such Obligations; sixth, 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 such Borrower and seventh, to pay any fees, indemnities or expense reimbursements related to Bank Products due to the Agent or any Lender or any of their Affiliates by from the applicable Borrower. 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 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 shall promptly distribute to each LenderLoans and, pursuant to in any event, the applicable wire transfer instructions received from each Lender Borrower shall pay LIBOR breakage losses in writingaccordance with Section 4.4. Upon the occurrence and during the continuation of an Event of Default and, such funds as it may be entitled prior thereto in order to receivecorrect any error, 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 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 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 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 Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Non-Ratable Swing Loans and Protective Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Swing Loans and Protective Agent Advances) and unpaid 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 a 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 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 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 Obligor; second, to pay any fees or expense reimbursements then due to the Lenders from any Obligor and to pay any amounts under ACH Transactions then owing to the BorrowerBank or any Affiliate of the Bank; 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 by any Obligor (including any amounts relating to Hedge Agreements or any of their Affiliates by the Borrowerother Bank Products). 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 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 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 AdvancesLoans; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective AdvancesLoans; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective AdvancesLoans) and unpaid reimbursement obligations in respect of Letters of Credit; sixth, to cash collateralize outstanding Letters of Credit; and seventh, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent 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 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). 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 Obligations4.4.

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 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 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, 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 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 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 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 (i) Except as otherwise provided with respect to Defaulting Lenders, aggregate 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 (in accordance with their applicable Pro Rata Shares). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not Obligations (other than payments constituting payment of specific fees), and all proceeds of Accounts or other Collateral, UK Sub Collateral, and Canadian Sub Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, : first, to pay any fees, indemnities fees or expense reimbursements Lender Group Expenses then due to Agent under the Agent from the Borrower; Loan Documents until paid in full, second, to pay any fees or expense reimbursements Lender Group Expenses then due under the Loan Documents to the Lenders from the Borrower; Lenders, in respect of their Pro Rata Share thereof, third, to pay interest due in respect of all Revolving Swing Loans and Agent Advances until paid in full, fourth, ratably to pay cash interest due in respect of all Advances and the Term Loan A Amount (other than the Term Loan A PIK Amount, Swing Loans, including Non-Ratable Loans and Protective Agent Advances; fourth) until paid in full, fifth, so long as no Event of Default has occurred and is continuing or, if an Event of Default has occurred and is continuing and Agent agrees in its sole discretion, ratably to pay cash interest due in respect of the Term Loan B and the Term Loan C until paid in full (if an Event of Default has occurred and is continuing and Agent has not so agreed, the priority of such amounts is deferred to item "tenth" below), sixth, to pay or prepay principal of Swing Loans and Agent Advances until paid in full, seventh, to pay principal of the Non-Ratable Loans and Protective Advances; fifth, to pay or prepay principal of the Revolving Loans Advances (other than Non-Ratable Swing Loans and Protective Agent Advances) and sixthuntil paid in full, 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 Agreementeighth, unless so directed by the Borrower, or unless if an Event of Default has occurred and is continuing, neither to pay the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except installments due under the Term Loan A (a) on including the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (bTerm Loan A PIK Amount) in the eventinverse order of their maturity until paid in full, ninth, if an Event of Default has occurred and is continuing, to be held by Agent, for the ratable benefit of Agent and those Lenders having a Letter of Credit Sub-Commitment, as cash collateral in an amount equal to 105% of the maximum amount of the Lender Group's obligations with respect to outstanding Letters of Credit until paid in full, tenth, if an Event of Default has occurred and is continuing, to pay cash interest due in respect of Term Loan B (other than the Term Loan B PIK Amount) and Term Loan C (other than the Term Loan C PIK Amount), on a ratable basis, until paid in full, eleventh, if an Event of Default has occurred and is continuing, to pay in cash the Term Loan B PIK Amount and the Term Loan C PIK Amount, on a ratable basis, until paid in full, and only then to pay the extentprincipal of Term Loan B and Term Loan C, that there are no outstanding Base Rate Revolving Loanson a ratable basis, until paid in full, twelfth, if an Event of Default has occurred and is continuing, to pay any other Obligations due to Agent or any Lender, in respect of their Pro Rata Share thereof, and thirteenth, to Borrower and wired to its Designated Account. 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(j2.3(f). 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 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 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 including any amounts relating to Bank Products then due to the Agent Lender from the Borrower; second, to pay any fees or expense reimbursements then due to the Lenders Lender 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 Advancesunpaid reimbursement obligations in respect of Letters of Credit; fifth, to pay or prepay principal an amount to Lender equal to all outstanding Letter of the Revolving Loans (other than Non-Ratable Loans and Protective Advances) Credit Obligations to be held as cash collateral for such Obligations; 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 continuing, neither the Agent nor any Lender shall not apply any payments which it receives to any LIBOR Revolving Eurodollar Rate Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Eurodollar 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 Eurodollar breakage losses in accordance with Section 3.05. 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, 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 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 2.5, 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, 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 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 (provided that, unless payment is otherwise required pursuant to the terms of this Agreement or a Event of Default shall have occurred and be continuing, no payment of any LIBOR Rate Loan shall be required other than on the last day of the applicable Interest Period); sixth, to pay an amount to Agent equal to all due and outstanding Letter of Credit Obligations (and, to the extent required pursuant to this Agreement or after the occurrence and during the continuance of an Event of Default an additional amount to be held as cash collateral for such Obligations not yet due); seventh, to the payment of any other Obligation Obligation, including any amounts relating to Bank Products due to the Agent or any Lender (or any Affiliate of their Affiliates any Lender) by the BorrowerBorrowers; and eighth, to the Funds Administrator for the benefit of the Borrowers. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the BorrowerFunds Administrator, 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 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 any 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 BorrowerBorrower or any other Credit Party pursuant to the terms of any Loan Document; second, to pay any fees or expense reimbursements then due to the Lenders and the Letter of Credit Issuers from the BorrowerBorrower or any other Credit Party pursuant to the terms of any Loan Document; 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 Credit Support; sixth, to pay an amount to the Agent, for the ratable benefit of the Letter of Credit Issuers, equal to all outstanding undrawn Letter of Credit obligations and Credit Support to be held as cash collateral for such Obligations; seventh, to pay any amounts relating to Bank Products then due to Bank of America or any Lender providing Bank Products with the consent of the Agent and eighth, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender by the Borrower or any of their Affiliates by the Borrowerother Credit Party. 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 Lenderpay LIBOR breakage losses, pursuant to the applicable wire transfer instructions received from each Lender if any, 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 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 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 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.

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 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 (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 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 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 BABC Loans and Protective Administrative Agent Advances; fourth, to pay or prepay principal of the Non-Ratable BABC Loans and Protective Administrative Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable BABC Loans and Protective Administrative Agent Advances) and unpaid 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 Administrative 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 BorrowerBorrowers, 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 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 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.

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 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, 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 From and during the continuation of an Event of Default, 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 ObligationsObliga tions.

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 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 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(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, 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 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 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. 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, (a) so long as no Event of Default then exists, first, to pay any fees, indemnities indemnities, or expense reimbursements (including any amounts relating to Bank Products) then due to the Agent 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; with such payments being applied first to the Loans advanced in respect of Revolver B and second with respect to the Loans advanced in respect of Revolver A; third, including Non-Ratable Loans and Protective Advancesto pay or prepay unpaid reimbursement obligations in respect of Letters of Credit; fourth, to pay or prepay principal of the Non-Ratable Loans, with such payments being applied first to the Loans advanced in respect of Revolver B and Protective Advancessecond with respect to the Loans advanced in respect of Revolver A; fifth, to pay or prepay principal an amount to Lender equal to all outstanding Letter of the Revolving Loans (other than Non-Ratable Loans and Protective Advances) Credit Obligations to be held as cash collateral for such Obligations; and sixth, to the payment of any other Obligation due to the Lender by the Borrower; or (b) if any Event of Default then exists, first, to pay any fees, indemnities, or expense reimbursements (including any amounts relating to Bank Products Products) then due to the Agent Lender from the Borrower; second, to pay interest due in respect of Loans advanced in respect of Revolver B; third, to pay or prepay unpaid reimbursement obligations in respect of Letters of Credit; fourth, to pay or prepay principal of the Loans advanced in respect of Revolver B; fifth, to pay an amount to Lender equal to all outstanding Letter of Credit Obligations then reserved against Revolver B, to be held as cash collateral for such Obligations; sixth, to pay interest due in respect of Loans advanced in respect of Revolver A; seventh, to pay or prepay principal of the Loans advanced in respect of Revolver A; eighth, to pay an amount to Lender equal to all outstanding Letter of Credit Obligations then reserved against Revolver A, to be held as cash collateral for such Obligations and ninth, to the payment of any other Obligation due to the 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 The 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 expressly provided herein, 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 indemnities, or expense reimbursements including any amounts relating to Bank Products 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 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; 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 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(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 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 including any amounts relating to Foreign Exchange 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 (without duplication) 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 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 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 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 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, firstFIRST, to pay any fees, indemnities or expense reimbursements reimbursements, as well as all amounts relating to Bank Products other than Hedge Agreements, 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 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 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 Obligation, including any amounts relating to Obligations arising under Hedge Agreements that are 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 Section 2.2(j)accordance with SECTION 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 Unless otherwise specified herein, 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 applicableapplicable (and unless otherwise specified herein), be apportioned ratably among the Lenders. All Following an Activation Event, unless otherwise specified herein, all payments received with respect to a Borrower shall be remitted 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 Accounts or other Collateral received by the Collateral 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 Collateral Agent or the Co-Agents from the such Borrower; second, to pay any fees or fees, expense reimbursements or indemnities then due to the Lenders from the such Borrower; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable the Swing Loans and Protective AdvancesCollateral Agent Advances to such Borrower; fourth, to pay or prepay principal of the Non-Ratable Swing Loans and Protective AdvancesCollateral Agent Advances to such Borrower; fifth, to pay interest due in respect of all Revolving Loans to such Borrower (other than the Swing Loans and Collateral Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit issued for the account of such Borrower; sixth, to pay or prepay principal of the Revolving Loans to such Borrower (other than Non-Ratable the Swing Loans and Protective Collateral Agent Advances) and sixthto pay, prepay or provide cash collateral in respect of outstanding Letters of Credit issued for the account of such Borrower, or any unpaid reimbursement obligations in respect thereof, as applicable; and seventh, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent Collateral Agent, the Agents or any Lender or any of their Affiliates by the such Borrower. 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 Collateral 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. In the event that the Collateral Agent or any Lender receives a payment when no Event of Default is outstanding and the only Loans outstanding are LIBOR Loans the Interest Period(s) for which have not expired, unless directed by the Borrowers to apply such payment to the LIBOR Loans, the payment shall either (x) be retained by (or turned over by the applicable Lender to) the Collateral Agent and held as cash collateral for the Obligations (with interest credited to the Borrowers on such cash collateral at the Federal Funds Rate), to be applied to the repayment of any Obligations which become due, or any such LIBOR Loans on the last day of their respective Interest Periods or (by) in the event, and only turned over to the extent, that there are no outstanding Base Rate Revolving LoansBorrowers. The Collateral 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 Collateral Agent in writing, such funds as it may be entitled to receive, subject to a on the next succeeding Settlement delay as provided for in Section 2.2(j)Date. The During an Activation Period, the Collateral 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 Except as otherwise expressly provided herein, 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 the Borrower's Accounts or any other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, firstFIRST, to pay any fees, indemnities indemnities, or expense reimbursements 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 the Revolving Loans, including Non-Ratable Loans and Protective Advances; fourthFOURTH, to pay or prepay principal of the Non-Ratable Loans and Protective the Agent Advances; fifthFIFTH, to pay or prepay principal of the Revolving Loans (other than the Non-Ratable Loans and Protective the Agent Advances) and sixthany amounts relating to Bank Products; 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 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 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 by 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 by a Borrower shall, as applicable, be apportioned ratably among the Lenders. All payments by a 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 a Borrower 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 such Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from the such Borrower; third, to pay interest due in respect of all Revolving Loans for the account of such Borrower, including BABC Loans, including Non-Ratable Loans Agent Advances and Protective Over Advances; fourth, to pay or prepay principal of the Non-Ratable BABC Loans for the account of such Borrower, Agent Advances and Protective AdvancesOver Advances for the account of such Borrower; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans BABC Loans, Agent Advances and Protective Over Advances) for the account of such Borrower and unpaid reimbursement obligations in respect of Letters of Credit for the account of such Borrower; sixth, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender by such Borrower; and seventh, to the payment of the Obligations due to Agent or any of their Affiliates Lender by the other 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 LoanLoan for the account of such 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(j2.2(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 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 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 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 LIBOR 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 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 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 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; and seventh, to the payment of all Obligations, if any, arising from or in connection with Bank Products. 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, 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 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 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 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 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, 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’s Pro Rata Share) 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 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 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 Obligation, including any amounts relating to any 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 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 Lenderpay LIBOR breakage losses in accordance with Section 4.4, 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)if any. 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 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 due in respect of all Loans, including Ex-Im Bank Revolving Loans, including Non-Ratable Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective AdvancesAgent Advances and Ex-Im Bank Revolving Loans; fifth, to pay or prepay principal of the Revolving Loans (other than Ex-Im Bank Revolving Loans, 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 any affiliate of their Affiliates a Lender by the any 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 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 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 Lxxxxx’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, 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 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 Borrower; 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 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 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 Borrower 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, 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 reimbursements, including any amounts relating to Bank Products, 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 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 LenderUpon the occurrence and during the 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). 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 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 received with respect to a 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 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 and the Lenders from the Borrowersuch Borrower under or in connection with this Agreement or any other Loan Document; second, to pay any fees or expense reimbursements then interest due in respect of the BABC Loans and Agent Advances to the Lenders from the such Borrower; third, to pay or prepay principal of the BABC Loans and Agent Advances to such Borrower; fourth, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans (other than the BABC Loans and Protective Agent Advances; fourth, ) to pay such Borrower and unpaid reimbursement obligations in respect of Letters of Credit issued or prepay principal Acceptances created for the account of the Non-Ratable Loans and Protective Advancessuch Borrower; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable the BABC Loans and Protective Agent Advances) to such Borrower and to pay any unpaid reimbursement obligations in respect of Letters of Credit or Acceptances, as applicable; sixth, to pay or prepay principal of the Capital Expenditure Loans (other than BABC Loans) to such Borrower; seventh, to provide cash collateral for any outstanding Letters of Credit or Acceptances; 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 Secured Creditor by the such Borrower. 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 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 Reference Rate Revolving Loans. The Agent shall promptly distribute to each LenderLender promptly, and in any event no later than the then next succeeding Settlement Date, 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. If any such amount is not so made available to any Lender, subject such Lender shall be entitled to a Settlement delay as provided recover such amount on demand from the Agent together with interest thereon at the Federal Funds Rate for in Section 2.2(j)the first three (3) days from and after the date payable and thereafter at the Interest Rate then applicable to the Revolving Loans. 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.