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 Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender). All payments shall be remitted to 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, except as provided in subsection 3.3.1, other Collateral received by Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product Obligations) then due to Agent or Lenders from Borrowers; second, to pay interest due from Borrowers in respect of all Loans, including, Agent Loans; third, to pay or prepay principal of Agent Loans; fourth, to pay or prepay principal of the Revolving Credit Loans (other than Agent Loans) and unpaid reimbursement obligations in respect of Letters of Credit; fifth, to pay an amount to 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 (other than amounts related to Product Obligations) due to Agent or any Lender by Borrower; and seventh, to pay any fees, indemnities or expense reimbursements related to Product 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 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 the applicable 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, except as provided in subsection 3.3.1, other Collateral received by Agentthe Agent in accordance with the terms of the Loan Documents, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, indemnities or expense reimbursements (other than amounts related to Product Obligations) then due to the Agent or Lenders the Arrangers from the applicable Borrower or Borrowers; second, to pay interest any fees or expense reimbursements then due to the Lenders from Borrowers in respect of all Loans, including, Agent Loansthe applicable Borrower or Borrowers; third, to pay interest due in respect of all Loans of the applicable Borrower or prepay principal of Borrowers, including Swingline Loans and Agent LoansAdvances; fourth, to pay or prepay principal of the Revolving Credit Swingline Loans and Agent Advances of the applicable Borrower or Borrowers; fifth, to pay or prepay principal of the Loans (other than excluding the applicable Swingline Loans and applicable Agent LoansAdvances) and unpaid reimbursement obligations in respect of Letters of CreditCredit of the applicable Borrower or Borrowers; fifthsixth, to pay an amount to the Agent equal to all outstanding Letter U.S. or Canadian Obligations (contingent or otherwise) with respect to outstanding Letters of Credit Obligations issued for the account of the applicable Borrower or Borrowers, to be held as cash Collateral collateral for such applicable U.S. or Canadian Obligations; sixthseventh, to the payment of any other Obligation (other than applicable U.S. or Canadian Obligations, including any amounts related relating to Product Obligations) Bank Products, due to the Agent, any Lender, any Affiliate of the Agent or any Lender or any other Secured Party, by Borrowerthe Borrowers; and seventheighth, to pay any feesremaining amounts to the applicable Borrower or Borrowers for its or their own account; provided that no proceeds from the Canadian Collateral shall be applied to the outstanding principal amount of U.S. Revolving Loans or Specified Loans or to cash collateralize outstanding Letters of Credit. Notwithstanding anything to the contrary contained in this Agreement, indemnities unless so directed by the Borrowers, or expense reimbursements related unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to Product any LIBOR Loan or BA Equivalent Loan, except (a) on the expiration date of the Interest Period or BA Equivalent Interest Period applicable to any such LIBOR Loan or BA Equivalent Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Loans and, in such event, the Borrowers shall pay LIBOR or BA Equivalent Loan breakage losses in accordance with Section 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. or Canadian Obligations.

Apportionment, Application and Reversal of Payments. Principal and interest payments (i) by U.S. Borrower shall be apportioned ratably among all Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender), (ii) by U.K. Borrower shall be distributed to U.K. Lender subject to Section 2.6 or, following a refunding in accordance with Section 3.14, apportioned among all U.K. Participants (according to the unpaid principal balance of the Loans to which such payments relate held by each U.K. Participant) and (iii) by Canadian Borrower shall be distributed to Canadian Lender subject to Section 2.6 or, following a refunding in accordance with Section 3.13, apportioned among all Canadian Participants (according to the unpaid principal balance of the Loans to which such payments relate held by each Canadian Participant). All payments of principal and interest on Revolving Credit Loans shall be remitted to Agent, Canadian Agent or U.K. Agent, as applicable, at the Appropriate Payment Office 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, orand, except as provided in subsection 3.3.1, all proceeds of Accounts or other Collateral received by Agent, U.K. Agent or Canadian Agent, as applicable, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product Obligations) then due hereunder or under any of the Loan Documents to Agent Agents or Lenders from Borrowersthe applicable Borrower; second, to pay interest due from Borrowers the applicable Borrower in respect of all Loans made to such Borrower, including Swingline Loans, including, and Agent Loans; third, to pay or prepay principal of Swingline Loans and Agent LoansLoans made to such Borrower; fourth, to pay or prepay principal of the Revolving Credit Loans (other than Swingline Loans and Agent Loans) and unpaid reimbursement obligations in respect of Letters LC Obligations of Creditthe applicable Borrower; fifth, if an Event of Default exists and is continuing, to pay cash-collateralize the U.S. LC Obligations, Canadian LC Obligations and U.K. LC Obligations of such Borrower by depositing in a cash collateral account established with the Agent on terms and conditions satisfactory to the Agent an amount to Agent in cash equal to all outstanding Letter 103% of Credit Obligations to be held as cash Collateral for the aggregate amount of such Obligations; sixth, to pay or prepay principal of the Term Loan made to such Borrower; seventh, to the payment of any other Obligation (other than amounts related to Product Obligations) due to Agent or any Lender Agents by such Borrower; and seventheighth, to pay any fees, indemnities or expense reimbursements related to, or any other amounts owing any Lender or any Agent by the applicable Borrower with respect to, Product Obligations of such Borrower; and ninth, in the case of (x) payments by U.K. Borrower, to Product the payment of any other Obligations due to any Agent or any Lender by U.S. Borrower and (y) payments by U.S. Borrower, to the payment of any other Obligations due to Agents or any Lender by U.S. Borrower, U.K. Borrower or Canadian Borrower, ratably. Except as expressly set forth to the contrary, payments received (i) from U.S. Borrower shall be applied only to the U.S. Obligations, (ii) from the U.K. Borrower shall be applied only to the U.K. Obligations, and (iii) from Canadian Borrower shall be applied only to the Canadian Obligations; provided that after the U.S. Obligations, U.K. Obligations or Canadian Obligations are paid in full by U.S. Borrower, U.K. Borrower or Canadian Borrower, respectively, any such excess payments shall be applied pro rata to the other Obligations (except that (i) any payments received from Canadian Borrower shall not be applied to the U.S. Obligations, (ii) any payments received from U.K. Borrower shall not be applied to the Canadian Obligations and (iii) any payments received from Canadian Borrower shall not be applied to the U.K. Obligations). After the occurrence and during the continuance of an Event of Default, as between Agents and Borrowers, Agents shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agents against the Obligations, in such manner as Agents may deem advisable, notwithstanding any entry by Agents or any Lender upon any of its books and records. Notwithstanding the preceding sentence, as between Agents and other Lenders, all such payments shall be applied in the order set forth above.

Apportionment, Application and Reversal of Payments. Principal Except as otherwise required pursuant to Section 2.19, principal and interest payments shall be apportioned ratably among the Lenders (according 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 unpaid principal balance of Agent or the Loans to which such payments relate held by each LenderLC Issuer and except as provided in Section 2.10(c). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, Loans or not constituting payment of specific feesfees as specified by the Borrower Representative, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, other any 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 amounts then due to the Agent from the Borrower (other than amounts related in connection with Rate Management Transactions and Banking Services), second, to Product Obligations) pay any fees or expense reimbursements then due to Agent or the Lenders from Borrowers; secondthe Borrower (other than in connection with Rate Management Transactions and Bank Services), third, to pay interest due from Borrowers in respect of all the Overadvances and Protective Advances, fourth, to pay the principal of the Overadvances and Protective Advances, fifth, to pay interest due in respect of the Non-Ratable Loans, includingsixth, Agent to pay interest due in respect of the Revolving Loans and Swingline Loans (other than Non-Ratable Loans; third, Overadvances and Protective Advances), seventh, to pay or prepay principal of Agent the Non-Ratable Loans; fourth, eighth, to pay or prepay principal of the Revolving Credit Loans and Swingline Loans (other than Agent Non-Ratable Loans, Overadvances and Protective Advances) and unpaid reimbursement obligations in respect of Letters of Credit; fifthFacility 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 Letter Facility LCs and the aggregate amount of Credit Obligations any unpaid reimbursement obligations in respect of Facility LCs, to be held as cash Collateral collateral for such Obligations; sixth, tenth, to payment of any amounts owing with respect to obligations of the Loan Parties in respect of any Rate Management Transactions (including Commodity Hedging Agreements) and Banking Services that are secured by the Collateral, and eleventh, to the payment of any other Secured Obligation (other than amounts related to Product Obligations) due to the Agent or any Lender by the Borrower; . Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower Representative, or unless a Default is in existence, neither the Agent nor any Lender shall apply any payment which it receives to any Eurodollar Loan, except (a) on the expiration date of the Interest Period applicable to any such Eurodollar Loan or (b) in the event, and seventhonly to the extent, that there are no outstanding Floating Rate Loans and, in any event, the Borrower shall pay the Eurodollar breakage losses in accordance with Section 3.4. The Agent and the Lenders shall have the continuing and exclusive right to pay apply and reverse and reapply any fees, indemnities or expense reimbursements related and all such proceeds and payments to Product any portion of the Secured Obligations.

Apportionment, Application and Reversal of Payments. Principal (i) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including letter agreements between Agent and individual 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 Lender)) and payments of fees and expenses (other than fees or expenses that are for Agent's separate account, after giving effect to any letter agreements between Agent and individual Lenders) shall be apportioned ratably among the Lenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee relates. All payments shall be remitted to Agent and all such payments not relating (other than payments received while no Default or Event of Default has occurred and is continuing and which relate to the payment of principal or interest of specific Loans, Obligations or not constituting which relate to the payment of specific fees), and all proceeds of Accounts, or, except as provided in subsection 3.3.1, other Collateral or the Letter of Credit received by Agent, shall be applied, ratably, subject to the provisions of this Agreement, applied as follows: (A) first, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product Obligations) Lender Group Expenses then due to Agent under the Loan Documents, until paid in full, (B) second, to pay any Lender Group Expenses then due to the Lenders under the Loan Documents, on a ratable basis, until paid in full, (C) third, to pay any fees then due to Agent (for its separate accounts, after giving effect to any letter agreements between Agent and the individual Lenders) under the Loan Documents until paid in full, (D) fourth, to pay any fees then due to any or all of the Lenders from Borrowers; second(after giving effect to any letter agreements between Agent and individual Lenders) under the Loan Documents, on a ratable basis, until paid in full, (E) fifth, to pay interest due from Borrowers in respect of all LoansAgent Advances, includinguntil paid in full, (F) sixth, Agent Loans; third, ratably to pay or prepay principal interest due in respect of Agent Loans; fourth, to pay or prepay principal of the Revolving Credit Loans Advances (other than Agent LoansAdvances) until paid in full; provided, however, proceeds of Tranche A Collateral and unpaid reimbursement obligations in respect of Letters of Credit; fifth, Tranche B Collateral shall only be used to pay an amount to Agent equal to all outstanding Letter interest of Credit Obligations to be held as cash Collateral for such Obligations; sixthTranche A Advances and Tranche B Advances, to the payment of any other Obligation respectively, (other than amounts related to Product ObligationsG) due to Agent or any Lender by Borrower; and seventh, to pay principal of all Advances until paid in full; provided, however, proceeds of Tranche A Collateral and Tranche B Collateral shall only be used to pay principal of Tranche A Advances and Tranche B Advances, respectively, (H) eighth, to pay any other Obligations until paid in full, and (I) ninth, to Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under applicable law. (ii) Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided in Section 2.3(h). (iii) In each instance, so long as no Default or Event of Default has occurred and is continuing, Section 2.4(b) shall not be deemed to apply to any payment by Borrowers specified by Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement. (iv) For purposes of the foregoing, "paid in full" means payment of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, indemnities service fees, professional fees, interest (and specifically including interest accrued after the commencement of any Insolvency Proceeding), default interest, interest on interest, and expense reimbursements, whether or expense reimbursements related not the same would be or is allowed or disallowed in whole or in part in any Insolvency Proceeding. (v) In the event of a direct conflict between the priority provisions of this Section 2.4 and other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to Product Obligationsthe fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.4 shall control and govern.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender). All Prior to the occurrence of an Event of Default, all proceeds of Collateral shall be applied by Administrative Agent against the outstanding Obligations as otherwise provided in this Agreement. Anything contained herein or in any other Loan Document to the contrary notwithstanding, but subject in all respects to the Intercreditor Agreement, all payments and collections received in respect of the Obligations and all proceeds of the Collateral received, in each instance, by Administrative Agent or any Lender after the occurrence and during the continuance of an Event of Default and the resultant declaration that all Obligations are immediately due and payable shall be remitted to Administrative Agent and all such payments not relating distributed as follows: (i) first, to principal or interest of specific Loans, or not constituting the payment of specific feesany outstanding costs and expenses incurred by any Agent in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, and all proceeds in protecting, preserving or enforcing rights under this Agreement or any of Accountsthe other Loan Documents, or, except as provided in subsection 3.3.1, other Collateral received and payable by Agent, shall be applied, ratably, subject to the provisions of Borrowers under this Agreement, firstincluding, without limitation, under Sections 3.7, 3.9 and 13.2 hereof (such funds to pay any feesbe retained by the applicable Agent for its own account unless it has previously been reimbursed for such costs and expenses by Lxxxxxx, indemnities, or expense reimbursements in which event such amounts shall be remitted to Lenders to reimburse them for payments theretofore made to such Agent); (other than amounts related to Product Obligationsii) then due to Agent or Lenders from Borrowers; second, to pay the payment of any outstanding interest or fees due from Borrowers under the Loan Documents to be allocated pro rata in respect accordance with the aggregate unpaid amounts owing to each holder thereof; (iii) third, (a) to payment of all Loans, including, Agent Loans; third, Product Obligations and (b) to pay or prepay the payment of principal of Agent Loans; fourth, to pay or prepay principal of on the Revolving Credit Loans (other than Agent Loans) and , the Term Loan, unpaid reimbursement obligations in respect of Letters of Credit; fifth, to pay an amount to Agent equal to all outstanding Letter of Credit Obligations together with amounts to be held by Administrative Agent as cash Collateral collateral security for such any outstanding Letters of Credit pursuant to subsection 11.3.5 hereof, amounts owing with respect to Derivative Obligations (other than Excess Derivative Obligations; sixth), the aggregate amount paid to, or held as collateral security for, Lenders (and their Affiliates, as applicable in the case of Derivative Obligations) to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; (iv) fourth, to the payment of all other unpaid Obligations and all other indebtedness, obligations, and liabilities of the Loan Parties to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and (v) finally, to Borrowers or otherwise as required by law or court order. Except as otherwise specifically provided for herein, Borrowers hereby irrevocably waive the right to direct the application of payments and collections at any other Obligation (other than amounts related to Product Obligations) due to time received by Administrative Agent or any Lender from or on behalf of Borrowers or any Guarantor, and Borrowers hereby irrevocably agree that Administrative Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time by Borrower; Administrative Agent or any Lender against the Obligations in the manner described above. In the event that the amount of any Derivative Obligation is not fixed and seventhdetermined at the time proceeds of Collateral are received which are to be allocated thereto, the proceeds of Collateral so allocated shall be held by Administrative Agent as collateral security (in a non-interest bearing account) until such Derivative Obligation is fixed and determined and then the same shall (if and when, and to pay any feesthe extent that, indemnities or expense reimbursements related payment of such liability is required by the terms of the relevant contractual arrangements) be applied to Product Obligationssuch liability.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender). All payments shall be remitted to 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, except as provided in subsection 3.3.1, other Collateral received by Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product Obligations) then due to Agent or Lenders from Borrowersany Borrower; second, to pay interest due from Borrowers in respect of all Loans, including, including Agent Loans; third, to pay or prepay principal of Agent Loans; fourth, to pay or prepay principal of the Revolving Credit Loans (other than Agent Loans) and unpaid reimbursement obligations in respect of Letters of Credit; fifth, to pay an amount to 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 (other than amounts related to Product Obligations) due to the Agent or any Lender by any Borrower; and seventh, to pay any fees, indemnities or expense reimbursements related to Product Obligations. After the occurrence and during the continuance of an Event of Default, Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any 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 by this Agreement, any Replacement Intercreditor Agreement and the Intercreditor Agreement, aggregate principal and interest payments shall be apportioned ratably among the Lenders of each Class (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 Accounts, or, except as provided in subsection 3.3.1, any Borrower’s Accounts or any other Collateral received by the Administrative Agent, shall be applied, ratably, subject to the provisions of this Agreement, any Replacement Intercreditor Agreement and the Intercreditor Agreement, first, to pay any fees, indemnities, or expense reimbursements then due to the Agents from the Borrowers (other than amounts related to Product Obligations) then due to Agent or Lenders from Borrowersin respect of Bank Products); second, to pay interest any fees or expense reimbursements then due to the Tranche A Lenders from the Borrowers (other than in respect of all Loans, including, Agent LoansBank Products); third, to pay or prepay principal interest due in respect of Agent the Tranche A Revolving Loans; fourth, to pay or prepay principal of the Swingline Loans and the Agent Advances; fifth, to the payment in full of Unfunded Advances/Participations; sixth, to pay or prepay principal of the Tranche A Revolving Credit Loans (other than Unfunded Advances/Participations, the Swingline Loans and the Agent Loans) Advances), and unpaid reimbursement obligations in respect of Letters of CreditCredit (other than Unfunded Advances/Participations and other than those in which the Tranche A-1 Lenders participate); fifthseventh, to pay an amount any fees or expense reimbursements then due to Agent equal the Tranche A-1 Lenders from the Borrowers; eighth, to all outstanding Letter pay interest due in respect of the Tranche A-1 Revolving Loans; ninth, to pay or prepay principal of the Tranche A-1 Revolving Loans, and unpaid reimbursement obligations in respect of Letters of Credit Obligations to be held as cash Collateral for such Obligationsin which the Tranche A-1 Lenders participate (other than Unfunded Advances/Participations); sixthand tenth, to the payment of any other Obligation (other than amounts related to Product Obligations) due to an Agent or any Lender by the Borrowers (including in respect of Bank Products). Notwithstanding anything to the contrary contained in this Agreement, unless so directed by a Borrower; , or unless an Event of Default is in existence, neither the Administrative Agent nor any Lender shall apply any payment which it receives to any LIBOR Rate Revolving Loan except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Revolving Loan, or (b) in the event, and seventhonly to the extent, that there are no outstanding Base Rate Revolving Loans owing to pay such Person. 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 fees, indemnities or expense reimbursements related and all such proceeds and payments to Product any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender). All payments shall be remitted to 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, except as provided in subsection 3.3.1, other Collateral received by Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product Obligations) then due to Agent or Lenders from Borrowersany Borrower; second, to pay interest due from Borrowers in respect of all Loans, including, including Swingline Loans and Agent Loans; third, to pay or prepay principal of Swingline Loans and Agent Loans; fourth, to pay or prepay principal of the Revolving Credit Loans (other than Swingline Loans and Agent Loans) and unpaid reimbursement obligations in respect of Letters of Credit; fifth, to pay an amount to Agent equal to all outstanding Letter of Credit Obligations to be held as cash Collateral for such ObligationsObligations (in an amount of 105% of the aggregate amount thereof); sixth, to pay or prepay principal of the Term Loan; seventh, to the payment of any other Obligation (other than amounts related to Product Obligations) due to the Agent or any Lender by any Borrower; and seventheighth, to pay any fees, indemnities or expense reimbursements related to amounts owing in respect of Product Obligations. As between Agent and Borrowers, after the occurrence and during the continuance of an Event of Default, Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any 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 provided with respect to Defaulting Lenders, principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans Obligations to which such payments relate held by each individual Lender)) and payments of fees (other than fees designated for Agent's sole and separate account) shall, as applicable, be apportioned ratably among the Lenders having a Pro Rata Share of the type of credit facility as to which the particular fee is applicable. All payments shall be remitted to Agent and all such payments not relating to principal or interest of specific Loans, Obligations or not constituting payment of specific fees, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, other Collateral received by Agent, shall be applied, ratably, subject to applied as in the provisions of this Agreement, first, following order: (i) to pay any fees, indemnities, fees or expense reimbursements (other than amounts related to Product Obligations) then due to Agent from the Obligors, (ii) to pay any fees or expense reimbursements then due to the Lenders from Borrowers; second, the Obligors, (iii) to pay interest due from Borrowers in respect of all Loansoutstanding Advances (including Swing Loans and Agent Advances), (iv) to pay fees, includingcharges, Agent Loans; thirdcommissions, and costs in respect of all outstanding Letters of Credit, (v) to pay interest due in respect of the Term Loan, (vi) to pay or prepay principal of Swing Loans and Agent Loans; fourthAdvances (in the order of their maturity), (vii) to pay principal of all outstanding Advances (other than Swing Loans and Agent Advances), (viii) provide cash collateral to be held by Agent, for the ratable benefit of those Lenders having a Pro Rata Share of the Letters of Credit, in an amount equal to 105% of the maximum amount of the Lender Group's obligations under Letters of Credit; (ix) to pay or prepay principal of the Revolving Credit Loans Term Loan, and (other than Agent Loansx) and unpaid reimbursement obligations in respect of Letters of Credit; fifth, ratably to pay an amount to 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 (other than amounts related to Product Obligations) Obligations due to Agent Agent, or any Lender by Borrower; and seventh, to pay any fees, indemnities or expense reimbursements related to Product ObligationsObligors.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender). All payments shall be remitted to 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, except as provided in subsection 3.3.1, other Collateral received by Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product Obligations) then due to Agent or Lenders from Borrowersany Borrower; second, to pay interest due from Borrowers in respect of all Revolving Credit Loans, including, including Swingline Loans and Agent Loans; third, to pay or prepay principal of Swingline Loans and Agent Loans; fourth, to pay or prepay principal of the Revolving Credit Loans (other than Swingline Loans and Agent Loans) and unpaid reimbursement obligations in respect of Letters of Credit; fifth, to pay an amount to Agent equal to all outstanding Letters of Credit, LC Guaranties and Letter of Credit Obligations to be held as cash Collateral for such Obligations; sixth, to pay interest due from Borrowers in respect of the Incremental Last Out Loan; seventh, to pay or prepay principal of the Incremental Last Out Loan; eighth, to the payment of any other Obligation (other than amounts related to Product Obligations) due to Agent or any Lender by any Borrower; and seventhninth, to pay any principal, fees, indemnities or expense reimbursements related to Product Obligations. After the occurrence and during the continuance of an Event of Default, Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable (provided that principal, fees, indemnities and expense reimbursements in connection with Product Obligations shall be paid following the payment of all other Obligations), notwithstanding any entry by Agent or any Lender upon any of its books and records.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the 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 Issuers and except as provided in Section 11.1(b) or 12.14(e). 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, except as provided in subsection 3.3.1, Accounts or other Collateral received by Agent, the Agent following the occurrence and during the continuation of any Event of Default 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 Borrowers (other than amounts related to Product Obligations) then due to Agent any fees, indemnities, or Lenders from Borrowersexpense reimbursements arising under any Bank Product); second, to pay any fees or expense reimbursements then due to the Lenders from the Borrowers (other than any fees or expense arising from any Bank Product); third, to pay interest due from Borrowers in respect of all Loans, including, including Non-Ratable Loans and Agent Loans; third, to pay or prepay principal of Agent LoansAdvances; fourth, to pay or prepay principal of the Non-Ratable Loans and Agent Advances; fifth, to pay or prepay principal of the Revolving Credit Loans (other than Non-Ratable Loans and Agent Loans) and Advances), unpaid reimbursement obligations in respect of Letters of Credit, and Pari Passu Bank Product Obligations; fifthsixth, to pay an amount to the Agent equal to all outstanding Letter of Credit Obligations to be held as cash Collateral collateral for such Obligations; sixthand seventh, to the payment of any other Obligation (other than Obligations including any amounts related relating to Bank Products due to the Agent, any Lender, or their respective Affiliates by the Borrowers that are not Pari Passu Bank Product Obligations) due . Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrowers, or unless an Event of Default has occurred and is continuing, neither the Agent or nor any Lender by Borrower; shall apply any payments which it receives to any LIBOR 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 seventhonly to the extent, that there are no outstanding Base Rate Loans and, in any event, the Borrowers shall pay LIBOR breakage losses in accordance with Section 4.4. To the extent not inconsistent with the express terms of this Agreement, the Agent and the Lenders shall have the continuing and exclusive right to pay apply and reverse and reapply any fees, indemnities or expense reimbursements related and all such proceeds and payments to Product any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal Except as otherwise required pursuant to Section 2.19, principal and interest payments shall be apportioned ratably among the Lenders (according 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 unpaid principal balance of Agent or the Loans to which such payments relate held by each LenderLC 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, except as provided in subsection 3.3.1, other any 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 amounts then due to the Agent from the Borrower (other than amounts related in connection with Banking Services or Rate Management Obligations), second, to Product Obligations) pay any fees or expense reimbursements then due to Agent or the Lenders from Borrowers; secondthe Borrower (other than in connection with Banking Services or Rate Management Obligations), third, to interest then due and payable on the Term Loans, fourth, to prepay Term Loans, fifth, to pay interest due from Borrowers in respect of all the Non-Ratable Loans, includingsixth, Agent to pay interest due in respect of the Revolving Loans (other than Non-Ratable Loans; third), seventh, to pay or prepay principal of Agent the Non-Ratable Loans; fourth, eighth, to pay or prepay principal of the Revolving Credit Loans (other than Agent Non-Ratable Loans) and unpaid reimbursement obligations in respect of Letters of Credit; fifthFacility 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 Letter Facility LCs and the aggregate amount of Credit Obligations any unpaid reimbursement obligations in respect of Facility LCs, to be held as cash Collateral collateral for such Obligations; sixth, tenth, to payment of any amounts owing with respect to Banking Services and Rate Management Obligations owed by a Loan Party to Bank One or its Affiliates and eleventh, to the payment of any other Secured Obligation (other than amounts related to Product Obligations) due to the Agent or any Secured Party by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless a Default is in existence, neither the Agent nor any Lender by Borrower; shall apply any payment which it receives to any Eurodollar Loan, except (a) on the expiration date of the Interest Period applicable to any such Eurodollar Loan or (b) in the event, and seventhonly to the extent, that there are no outstanding Floating Rate Loans and, in any event, the Borrower shall pay the Eurodollar breakage losses in accordance with Section 3.4. The Agent and the Lenders shall have the continuing and exclusive right to pay apply and reverse and reapply any fees, indemnities or expense reimbursements related and all such proceeds and payments to Product any portion of the Secured Obligations.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the 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 Issuers and except as provided in Section 11.1(b) or 12.14(e). 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, except as provided in subsection 3.3.1, Accounts or other Collateral received by Agent, the Agent following the occurrence and during the continuation of any Event of Default 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 Borrowers (other than amounts related to Product Obligations) then due to Agent any fees, indemnities, or Lenders from Borrowersexpense reimbursements arising under any Bank Product); second, to pay any fees or expense reimbursements then due to the Lenders from the Borrowers (other than any fees or expense arising from any Bank Product); third, to pay interest due from Borrowers in respect of all Loans, including, including Non-Ratable Loans and Agent Loans; third, to pay or prepay principal of Agent LoansAdvances; fourth, to pay or prepay principal of the Non-Ratable Loans and Agent Advances; fifth, to pay or prepay principal of the Revolving Credit Loans (other than Non-Ratable Loans and Agent Loans) and Advances), unpaid reimbursement obligations in respect of Letters of Credit, and Pari Passu Bank Product Obligations; fifthsixth, to pay an amount to the Agent equal to all outstanding Letter of Credit Obligations to be held as cash Collateral collateral for such Obligations; sixthand seventh, to the payment of any other Obligation (other than Obligations including any amounts related relating to Bank Products due to the Agent, any Lender, or their respective Affiliates by the Borrowers that are not Pari Passu Bank Product Obligations) due . Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrowers, or unless an Event of Default has occurred and is continuing, neither the Agent or nor any Lender by Borrower; shall apply any payments which it receives to any LIBOR 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 seventhonly to the extent, that there are no outstanding Base Rate Loans and, in any event, the Borrowers shall pay LIBOR breakage losses in accordance with Section 4.5. To the extent not inconsistent with the express terms of this Agreement, the Agent and the Lenders shall have the continuing and exclusive right to pay apply and reverse and reapply any fees, indemnities or expense reimbursements related and all such proceeds and payments to Product any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal 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 Advances or the Term Loan to which such payments relate held by each 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 Lenders. All payments shall be remitted to Agent and all such payments not relating to principal or interest of specific LoansAdvances or the Term Loan, or not constituting payment of specific fees, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, Accounts or other Collateral received by Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product Obligations) then due to Agent or Lenders from BorrowersBorrower; second, to pay interest any fees or expense reimbursements then due to the Lenders from Borrowers in respect of all Loans, including, Agent LoansBorrower; third, to pay or prepay principal interest due in respect of all Advances (including Foothill Loans and Agent LoansAdvances) and the Term Loan; fourth, to pay or prepay principal of Foothill Loans and Agent Advances; fifth, ratably to pay principal of the Revolving Credit Loans Advances (other than Foothill Loans and Agent Loans) and unpaid reimbursement obligations in respect of Letters of Credit; fifth, to pay an amount to Agent equal to all outstanding Letter of Credit Obligations to be held as cash Collateral for such ObligationsAdvances); sixth, to be held by Agent, for the payment ratable benefit of Agent and the Lenders, as cash collateral, in accordance with the last sentence of Section 2.2(e), in an amount equal to 105% of the maximum amount of the Lender Group's obligations under Letters of Credit until paid in full; seventh, to repay the principal of the Term Loan; and eighth, ratably to pay any other Obligation (other than amounts related to Product Obligations) Obligations due to Agent or any Lender by Borrower; and seventh, to pay any fees, indemnities or expense reimbursements related to Product Obligations.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender), and fees, except as otherwise provided herein or in the Fee Letter, shall be apportioned ratably among Lenders. All payments shall be remitted to 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, except as provided in subsection 3.3.1, other Collateral received by 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, fees or expense reimbursements (other than amounts related to Product Obligations) then due to Agent or Lenders from Borrowers; second, to pay interest due from Borrowers in respect of all Loans, includingincluding Swingline Loans, Overadvances, and Agent Loans; third, to pay or prepay principal of Swingline Loans and Agent Loans; fourth, to pay or prepay principal of the Revolving Credit Loans Base Rate Portions (other than Swingline Loans and Agent Loans, but including Overadvances) and unpaid reimbursement obligations in respect of Letters of Credit; fifth, to pay principal of LIBOR Portions in the chronological order of expiration of the Interest Periods thereof; sixth, to pay as cash collateral or a Supporting Letter of Credit in an amount to Agent equal to all 102% of the outstanding Letter of Credit Obligations (to be held as cash Collateral for the extent not supported by a Supporting Letter of Credit in such Obligationsamount); sixthseventh, to the payment of any other Obligation (other than amounts related to Product Obligations) due to Agent or any Lender by BorrowerBorrowers (other than Product Obligations); and seventheighth, to pay amounts due to Bank or an Affiliate of Bank in respect of Product Obligations of the type described in clause (i) of the definition thereof; and ninth, to pay amounts due to Bank, any feesAffiliate of Bank, indemnities or expense reimbursements related any other Lender in respect of Product Obligations to Product the extent not covered above. After the occurrence and during the continuance of an Event of Default, as between Agent and Borrowers, Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any 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.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender). All payments shall be remitted to 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, except as provided in subsection 3.3.1, other Collateral received by Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product Obligations) then due to Agent or Lenders from Borrowers; second, to pay interest due from Borrowers in respect of all Loans, including, including and Agent Loans; third, to pay or prepay principal of Agent Loans; fourth, to pay or prepay principal of the Revolving Credit Loans (other than Agent Loans) and unpaid reimbursement obligations in respect of Letters of Credit; fifth, to pay an amount to Agent equal to all outstanding Letter of Credit Obligations to be held as cash Collateral for such Obligations; sixth, to pay or prepay principal of the Term Loan; seventh, to pay or prepay principal of the Equipment Loans; eighth, to the payment of any other Obligation (other than amounts related to Product Obligations) due to Agent or any Lender by BorrowerBorrowers; and seventhninth, to pay any fees, indemnities or expense reimbursements related to Product Obligations. After the occurrence and during the continuance of an Event of Default, Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender). All payments shall be remitted to 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, except as provided in subsection 3.3.1, other Collateral received by 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, or expense reimbursements (other than amounts related to Product Obligations) then due to Agent or Lenders from Borrowersany Borrower; second, to pay interest due from Borrowers in respect of all Loans, including, including Swingline Loans and Agent Loans; third, to pay or prepay principal of Swingline Loans and Agent Loans; fourth, to pay or prepay principal of the Revolving Credit Loans (other than Swingline Loans and Agent Loans) and unpaid reimbursement obligations in respect of Letters of Credit; fifth, to pay an amount to Agent equal to all outstanding Letter of Credit Obligations to be held as cash Collateral for such ObligationsObligations (in an amount of 105% of the aggregate amount thereof); sixth, to payor prepay principal of the Term Loan seventh, to the payment of any other Obligation (other than amounts related to Product Obligations) due to the Agent or any Lender by any Borrower; and seventheighth, to pay any fees, indemnities or expense reimbursements related to amounts owing in respect of Product Obligations. As between Agent and Borrowers, after the occurrence and during the continuance of an Event of Default, Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the applicable Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each applicable Lender) and payments of the fees shall, as applicable, be apportioned ratably among the applicable Lenders, 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 (except as expressly provided herein otherwise) and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific feesfees or expenses, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, 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, indemnities or expense reimbursements (other than amounts related to Product Obligations) then due to Agent the Administrative Agent, second, to pay any fees or expense reimbursements then due to the Revolving Lenders from any of the Borrowers; secondthird, to pay interest due from Borrowers in respect of all Revolving Loans, including, including Non–Ratable Loans and Agent Loans; third, to pay or prepay principal of Agent LoansAdvances; fourth, to pay or prepay principal of the Non–Ratable Loans and Agent Advances; fifth, to pay or prepay principal of the Revolving Credit Loans (other than Non–Ratable Loans and Agent LoansAdvances) and unpaid reimbursement obligations in respect of Letters of Credit; fifthsixth, to pay an amount to the Administrative Agent equal to all outstanding Letter of Credit Obligations to be held as cash Collateral collateral for such Obligations; sixthseventh, to the payment of any other Obligation (other than amounts related the Term Loans, interest thereon, the Term Closing Fee, the Term Facility Fee or fees, indemnities or expense reimbursements relating to Product Obligations) due to Agent or any Lender by BorrowerBank Products); and seventheighth, to pay any fees, indemnities or expense reimbursements related then due to Product the Bank or any Affiliate of the Bank from any of the Borrowers relating to Bank Products; and ninth, after the Revolving Credit Commitments have been terminated and all Obligations owing to the Revolving Lenders have been paid in full, to pay or prepay principal of and interest owing on the Term Loans and any other Obligations owing to the Term Lenders. 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 Administrative Agent nor any Revolving Lender shall apply any payments 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 owing by the applicable Borrower and, in any event, the Borrowers shall pay LIBOR breakage losses in accordance with Section 4.4. The Administrative Agent and the Revolving 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 and distributed by Agent ratably among Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lendertheir respective Revolving Loan Percentages). All payments shall be remitted to 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, except as provided in subsection 3.3.1, other Collateral received by AgentAgent after the occurrence and during the continuation of an Event of Default, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product Obligations) then due to Agent or Lenders from BorrowersBorrower; second, to pay interest due from Borrowers Borrower in respect of all Loans, including, including Swingline Loans and Agent Loans; third, third to pay or prepay principal of Swingline Loans and Agent Loans; fourth, fourth to pay or prepay principal of the Revolving Credit Loans (other than Swingline Loans and Agent Loans) and unpaid reimbursement obligations in respect of Letters of Credit; fifth, to pay an amount to Agent equal to all outstanding Letter of Credit Obligations to be held as cash Collateral for such Obligations; sixth, sixth to the payment of any other Obligation (other than amounts related to Product Obligations) due to Agent or any Lender by BorrowerCo-Borrowers; and seventh, to pay any fees, indemnities or expense reimbursements related to Product Obligations.

Apportionment, Application and Reversal of Payments. Principal Except as otherwise provided with respect to Defaulting Lenders, principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans Obligations to which such payments relate held by each individual Lender)) and payments of fees (other than fees designated for Agent's sole and separate account) shall, as applicable, be apportioned ratably among the Lenders having a Pro Rata Share of the type of credit facility as to which the particular fee is applicable. All payments shall be remitted to Agent and all such payments not relating to principal or interest of specific Loans, Obligations or not constituting payment of specific fees, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, other Collateral received by Agent, shall be applied, ratably, subject to applied as in the provisions of this Agreement, first, following order: (i) to pay any fees, indemnities, fees or expense reimbursements (other than amounts related to Product Obligations) then due to Agent from Borrower, (ii) to pay any fees or expense reimbursements then due to the Lenders from Borrowers; second, Borrower, (iii) to pay interest due from Borrowers in respect of all Loansoutstanding Advances (including Swing Loans and Agent Advances), (iv) to pay fees, includingcharges, Agent Loans; thirdcommissions, and costs in respect of all outstanding Letters of Credit, (v) [intentionally omitted] (vi) to pay or prepay principal of Swing Loans and Agent Loans; fourth, Advances (in the order of their maturity), (vii) to pay or prepay principal of the Revolving Credit Loans all outstanding Advances (other than Swing Loans and Agent LoansAdvances), (viii) and unpaid reimbursement [intentionally omitted] (ix) provide cash collateral to be held by Agent, for the ratable benefit of those Lenders having a Pro Rata Share of the Letters of Credit, in an amount equal to 105% of the maximum amount of the Lender Group's obligations in respect of under Letters of Credit; fifth, and (x) to pay an amount to 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 (other than amounts related to Product Obligations) Obligations due to Agent Agent, or any Lender by Borrower; and seventh, to pay any fees, indemnities or expense reimbursements related to Product Obligations.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender). All payments shall be remitted to 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, except as provided in subsection 3.3.1, other Collateral received by Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product Obligations) then due to Agent or Lenders from Borrowersany Borrower; second, to pay interest due from Borrowers any Borrower in respect of all Loans, including, including Swingline Loans and Agent Loans; third, to pay or prepay principal of Swingline Loans and Agent Loans; fourth, to pay or prepay principal of the Revolving Credit Loans (other than Swingline Loans and Agent Loans) and unpaid reimbursement obligations in respect of Letters of Credit; fifth, to pay an amount to Agent equal to all outstanding Letters of Credit, LC Guaranties and Letter of Credit Obligations to be held as cash Collateral for such Obligations; sixth, to the payment of any other Obligation (other than amounts related to Product Obligations) due to Agent or any Lender by any Borrower; and seventh, to pay any principal, fees, indemnities or expense reimbursements related to Product Obligations. After the occurrence and during the continuance of an Event of Default, Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable (provided that principal, fees, indemnities and expense reimbursements in connection with Product Obligations shall be paid following the payment of all other Obligations), notwithstanding any entry by Agent or any Lender upon any of its books and records.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans held by each Lender and to which such payments relate held by each Lenderrelate) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees and other Obligations payable solely to the Agent and except as provided in Section 11.1(b). All payments shall be remitted to Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific feesmade hereunder, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, Accounts or other Collateral received by Agenthereunder, shall be applied, ratably, applied subject to the provisions of this Agreement and the Intercreditor Agreement and remitted to Agent. After an Event of Default, notwithstanding any other provision in the Loan Documents, but subject to the Intercreditor Agreement, all payments and proceeds shall be applied in the following order: first, to pay any fees, indemnities, indemnities or expense reimbursements (and any other than amounts related to Product Obligations) Obligations then due to any Agent or Lenders any other Agent-Related Person from Borrowersany Loan Party; second, to pay interest pay, ratably, any fees or expense reimbursements then due to the Lenders from Borrowers in respect of all Loans, including, Agent Loansthe Borrowers; third, to pay or prepay principal of Agent Loanspay, ratably, interest then due on the Term Loan; fourth, to pay or prepay principal of the Revolving Credit Loans (other than Agent Loans) and unpaid reimbursement obligations in respect of Letters of CreditTerm Loan; fifth, to pay an amount to 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 (other than amounts related to Product Obligations) due to the Agent or any Lender by Borrowerthe Borrowers; and seventhsixth, subject to the Intercreditor Agreement, upon request by the Borrowers, to pay the Borrowers. The Agent shall have the continuing and exclusive right to apply and reverse and reapply any fees, indemnities or expense reimbursements related and all such proceeds and payments to Product Obligationsany portion of the Obligations in accordance with this Agreement.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender). All Except for payments described in Section 3.10, all payments shall be remitted to 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, except as provided in subsection 3.3.1, other Collateral received by Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product Obligations) then due to Agent or Lenders from Borrowers; second, to pay interest due from Borrowers in respect of all Loans, including, including Swingline Loans and Agent Loans; third, to pay or prepay principal of Swingline Loans and Agent Loans; fourth, to pay or prepay principal of the Revolving Credit Loans (other than Swingline Loans and Agent Loans) and unpaid reimbursement obligations in respect of Letters of Credit; fifth, to pay an amount to Agent equal to all outstanding Letter of Credit LC Obligations to be held as cash Collateral for such Obligations; sixth, to the payment of any other Obligation (other than amounts related to Product Obligations) due to Agent or any Lender by BorrowerBorrowers; and seventh, to pay any fees, indemnities or expense reimbursements related to Product Obligations. After the occurrence and during the continuance of an Event of Default, Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any 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; provided, however, that such payments and collection shall only be applied to fees, indemnities or expense reimbursements related to Product Obligations after all other Obligations have been paid in full.

Apportionment, Application and Reversal of Payments. Principal Except as otherwise provided with respect to Defaulting Lenders, principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans Obligations to which such payments relate held by each individual Lender)) and payments of fees (other than fees designated for Agent's sole and separate account) shall, as applicable, be apportioned ratably among the Lenders having a Pro Rata Share of the type of credit facility as to which the particular fee is applicable. All payments shall be remitted to Agent and all such payments not relating to principal or interest of specific Loans, Obligations or not constituting payment of specific fees, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, other Collateral received by Agent, shall be applied, ratably, subject applied to amounts due and owing in the provisions of this Agreement, first, following order: (i) to pay any fees, indemnities, fees or expense reimbursements (other than amounts related to Product Obligations) then due to Agent from Borrower, (ii) to pay any fees or expense reimbursements then due to the Lenders from Borrowers; second, Borrower, (iii) to pay interest due from Borrowers in respect of all Loansoutstanding Advances (including Swing Loans and Agent Advances), (iv) to pay fees, includingcharges, Agent Loans; thirdcommissions, and costs in respect of all outstanding Letters of Credit, (v) [intentionally omitted] (vi) to pay or prepay principal of Swing Loans and Agent Loans; fourth, Advances, (vii) to pay or prepay principal of the Revolving Credit Loans all outstanding Advances (other than Swing Loans and Agent LoansAdvances), (viii) and unpaid reimbursement [intentionally omitted] (ix) provide, upon an Event of Default, cash collateral to be held by Agent, for the ratable benefit of those Lenders having a Pro Rata Share of the Letters of Credit, in an amount equal to 105% of the maximum amount of the Lender Group's obligations in respect of under Letters of Credit; fifth, and (x) to pay an amount to 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 (other than amounts related to Product Obligations) Obligations due to Agent Agent, or any Lender by Borrower; and seventh, to pay any fees, indemnities or expense reimbursements related to Product Obligations.

Apportionment, Application and Reversal of Payments. Principal Except as otherwise required pursuant to Section 2.19, principal and interest payments shall be apportioned ratably among the Lenders (according 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 unpaid principal balance of Agent or the Loans to which such payments relate held by each LenderLC Issuer and except as provided in Section 2.10(c). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, Loans or not constituting payment of specific feesfees as specified by the Borrower Representative, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, other any 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 amounts then due to the Agent from the Borrower (other than amounts related in connection with Rate Management Transactions and Banking Services), second, to Product Obligations) pay any fees or expense reimbursements then due to Agent or the Lenders from Borrowers; secondthe Borrower (other than in connection with Rate Management Transactions and Bank Services), third, to pay interest due from Borrowers in respect of all the Overadvances and Protective Advances, fourth, to pay the principal of the Overadvances and Protective Advances, fifth, to pay interest due in respect of the Non-Ratable Loans, includingsixth, Agent to pay interest due in respect of the Revolving Loans and Swingline Loans (other than Non-Ratable Loans; third, Overadvances and Protective Advances), seventh, to pay or prepay principal of Agent the Non-Ratable Loans; fourth, eighth, to pay or prepay principal of the Revolving Credit Loans and Swingline Loans (other than Agent Non-Ratable Loans, Overadvances and Protective Advances) and unpaid reimbursement obligations in respect of Letters of Credit; fifthFacility 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 Letter Facility LCs and the aggregate amount of Credit Obligations any unpaid reimbursement obligations in respect of Facility LCs, to be held as cash Collateral collateral for such Obligations; sixth, tenth, to pay interest due in respect of the Term Loans, eleventh, to pay principal due in respect of the Term Loans, twelfth, to payment of any amounts owing with respect to obligations of the Loan Parties in respect of any Rate Management Transactions (including Commodity Hedging Agreements) and Banking Services that are secured by the Collateral, and thirteenth, to the payment of any other Secured Obligation (other than amounts related to Product Obligations) due to the Agent or any Lender by the Borrower; . Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower Representative, or unless a Default is in existence, neither the Agent nor any Lender shall apply any payment which it receives to any Eurodollar Loan, except (a) on the expiration date of the Interest Period applicable to any such Eurodollar Loan or (b) in the event, and seventhonly to the extent, that there are no outstanding Floating Rate Loans and, in any event, the Borrower shall pay the Eurodollar breakage losses in accordance with Section 3.4. The Agent and the Lenders shall have the continuing and exclusive right to pay apply and reverse and reapply any fees, indemnities or expense reimbursements related and all such proceeds and payments to Product any portion of the Secured Obligations.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender). All payments shall be remitted to 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, except as provided in subsection 3.3.1, other Collateral received by Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product Obligations) then due to Agent or Lenders from BorrowersBorrower; second, to pay interest due from Borrowers Borrower in respect of all Loans, including, including Swingline Loans and Agent Loans; third, to pay or prepay principal of Swingline Loans and Agent Loans; fourth, to pay or prepay principal of the Revolving Credit Loans (other than Swingline Loans and Agent Loans) and unpaid reimbursement obligations in respect of Letters of Credit; fifth, to pay an amount to Agent equal to all outstanding Letter of Credit Obligations to be held as cash Collateral for such Obligations; sixth, to pay or prepay principal of Table of Contents the Term Loan; seventh, to the payment of any other Obligation (other than amounts related to Product Obligations) due to Agent or any Lender by Borrower; and seventheighth, to pay any fees, indemnities or expense reimbursements related to Product Obligations. After the occurrence and during the continuance of an Event of Default, Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any 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. All Loans to Constitute One Obligation. The Loans and LC Guarantees shall constitute one general Obligation of Borrower, and shall be secured by Agent’s Lien upon all of the Collateral.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned and distributed by Agent ratably among Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lendertheir respective Revolving Loan Percentages). All payments shall be remitted to 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, except as provided in subsection 3.3.1, other Collateral received by AgentAgent after the occurrence and during the continuation of an Event of Default, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product Obligations) then due to Agent or Lenders from BorrowersBorrower; second, to pay interest due from Borrowers Borrower in respect of all Loans, including, including Swingline Loans and Agent Loans; third, to pay or prepay principal of Swingline Loans and Agent Loans; fourth, to pay or prepay principal of the Revolving Credit Loans (other than Swingline Loans and Agent Loans) and unpaid reimbursement obligations in respect of Letters of Credit; fifth, to pay an amount to 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 (other than amounts related to Product Obligations) due to Agent or any Lender by BorrowerCo-Borrowers; and seventh, to pay any fees, indemnities or expense reimbursements related to Product Obligations.

Apportionment, Application and Reversal of Payments. (a) Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender), 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) and payments with respect to Secured Bank Product Obligations shall be apportioned ratably among the Secured Bank Product Providers. All payments shall be remitted to the Agent in accordance with Section 3.6(a) above at the times and all in the amounts set forth herein; provided that if no such payment date is specified, payments not relating shall be made upon demand. (b) Notwithstanding anything herein to principal the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by the Borrowers, realization on Collateral, setoff or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, other Collateral received by Agentotherwise, shall be applied, ratably, subject to the provisions of this Agreement, allocated as follows: 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 Borrowers; second, to pay any fees, indemnities or expense reimbursements then due to the Lenders from the Borrowers (other than amounts relating to Secured Bank Product Obligations); third, to pay interest due from Borrowers in respect of all Loans, includingincluding Ex-Im Bank Revolving Loans, Non Ratable Loans and Agent Loans; third, Advances (other than amounts relating to pay or prepay principal of Agent LoansSecured Bank Product Obligations); fourth, to pay or prepay principal of the Non Ratable Loans and Agent Advances and Ex-Im Bank Revolving Credit Loans; fifth, to pay or prepay principal of the Revolving Loans (other than Ex-Im Bank Revolving Loans, Non Ratable Loans and Agent Loans) Advances), Noticed Xxxxxx up to the amount of the Bank Product Reserve established with respect thereto, and unpaid reimbursement obligations in respect of Letters of Credit; fifthsixth, to pay an amount to Agent equal to all outstanding Letter of Credit Obligations to be held as cash Collateral collateral for such Obligations; sixthand seventh, to the payment of any other Obligation (other than including any amounts related relating to Secured Bank Product Obligations not otherwise paid above. Amounts distributed with respect to any Secured Bank Product Obligations shall be the lesser of the maximum Secured Bank Product Obligations last reported to the Agent or the actual Secured Bank Product Obligations as calculated by the methodology reported to the Agent for determining the amount due. The Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Bank Product Provider. If a Secured Bank Product Provider fails to deliver such calculation within five (5) due Business Days following request by the Agent, the Agent may assume the amount to be distributed is zero. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by a Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent or nor any Lender by Borrower; shall apply any payments which it receives to any LIBOR 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 seventhonly to the extent, that there are no outstanding Base Rate Loans and, in any event, the Borrowers shall pay LIBOR breakage losses in accordance with Section 4.4. The Agent and the Lenders shall have the continuing and exclusive right to pay apply and reverse and reapply any fees, indemnities or expense reimbursements related and all such proceeds and payments to Product any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal --------------------------------------------------- and interest payments shall be apportioned ratably among Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender). All payments shall be remitted to 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, except as provided in subsection 3.3.1, other Collateral received by Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, ----- indemnities, or expense reimbursements (other than amounts related to Product Obligations) then due to Agent or Lenders from Borrowers; second, to pay ------ interest due from Borrowers in respect of all Loans, including, Agent Loans; third, to pay or prepay principal of Agent Loans; fourth, to pay or prepay ----- ------ principal of the Revolving Credit Loans (other than Agent Loans) and unpaid reimbursement obligations in respect of Letters of Credit; fifth, to pay an ----- amount to 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 (other than amounts related to Product Obligations) due to Agent or any Lender by Borrower; and seventh, to pay any fees, indemnities or expense ------- reimbursements related to Product Obligations.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned and distributed by Agent ratably among Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lendertheir respective Revolving Loan Percentages). All payments shall be remitted to 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, except as provided in in subsection 3.3.1, 3.3.1 other Collateral received by AgentAgent after the occurrence and during the continuation of an Event of Default, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product Obligations) then due to Agent or Lenders from BorrowersBorrower; second, to pay interest due from Borrowers Borrower in respect of all Loans, including, including Swingline Loans and Agent Loans; third, to pay or prepay principal of Swingline Loans and Agent Loans; fourth, to pay or prepay principal of the Revolving Credit Loans (other than Swingline Loans and Agent Loans) and unpaid reimbursement obligations in respect of Letters of Credit; fifth, to pay an amount to 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 (other than amounts related to Product Obligations) due to Agent or any Lender by BorrowerCo-Borrowers; and seventh, to pay any fees, indemnities or expense reimbursements related to Product Obligations.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the applicable US Lenders (according to the unpaid principal balance of the US Revolving Loans to which such payments relate held by each applicable US Lender)) and payments of the fees shall, as applicable, be apportioned ratably among the US Lenders, except for fees payable solely to any US Agent and any Letter of Credit Issuer. All payments shall be remitted to the Administrative Agent and all such payments by any US Borrower not relating to principal or interest or premiums of specific US Revolving Loans, or not constituting payment of specific fees, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, Accounts or other Collateral of such US Borrower received by Agentthe Administrative Agent (other than voluntary or mandatory payments pursuant to Section 7.6), 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 Administrative Agent or Lenders from the US Borrowers; second, to pay interest any fees or expense reimbursements then due to the US Lenders from Borrowers in respect of all Loans, including, Agent Loansthe US Borrowers; third, to pay interest due in respect of all US Revolving Loans, including Non-Ratable Loans and Agent Advances, made to the US Borrowers whether or prepay principal of Agent Loansnot allowed or allowable in an insolvency proceeding; fourth, to pay or prepay principal of the US Revolving Credit Loans (other than and Agent Loans) Advances made to the US Borrowers and unpaid reimbursement obligations in respect of Letters of Credit; fifth, following the occurrence and during the continuance of a Default or an Event of Default, to pay an amount to the Administrative Agent equal to 105% of all outstanding Letter of Credit Obligations obligations of the US Borrowers to be held as cash Collateral collateral for such Obligationsobligations; sixth, sixth to the payment of any other Obligation (other than amounts related to Product Obligations) due to Agent any US Agent, Bank or any Lender by Borrowerthe US Lenders, including, without limitation, Obligations in respect of US Bank Products; and seventhseventh following the occurrence and continuation of a Default or Event of Default, to pay any feesof the foregoing amounts due to the Administrative Agent or any UK Agent on behalf of and for the benefit of the UK Lenders pursuant to the UK Obligations of the US Borrower, indemnities the Parent Guarantor or expense reimbursements related the US Subsidiaries under or pursuant to Product Obligationsthe UK Guaranty, the US Parent Guaranty or the US Subsidiary Guaranty; provided that so long as no Default or Event of Default shall have occurred and be continuing, the foregoing shall not be deemed to apply to any payment by any US Borrower specified by such US Borrower to be for the payment of specific obligations then due and payable (or prepayable) under and in accordance with any provision of any Loan Document, Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the US Borrowers or unless an Event of Default has occurred and is continuing or following termination of this Agreement, neither the Administrative Agent nor any US Lender shall apply any payments which it receives to any US LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such US LIBOR Revolving Loan, or (b) in the event, and only to the extent, that there are no outstanding US Base Rate Revolving Loans made to the US Borrowers and, in any event, in each case the US Borrowers shall pay LIBOR breakage losses in accordance with Section 4.4. Upon the occurrence and during the continuation of an Event of Default and, prior thereto in order to correct any error or otherwise with the consent of the Lenders required pursuant to Section 11.1(b) hereof, the Administrative Agent and the US 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 of the US Borrowers.

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, except as provided in subsection 3.3.1, 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, indemnities or expense reimbursements (other than amounts related to Product Obligations) then due to the Agent or Lenders from Borrowerssuch Borrower; second, to pay interest any fees or expense reimbursements then due to the Lenders from Borrowers in respect of all Loans, including, Agent Loanssuch Borrower; third, to pay or prepay principal interest due in respect of all Revolving Loans for the account of such Borrower, including BABC Loans, Agent LoansAdvances and Over Advances; fourth, to pay or prepay principal of the BABC Loans for the account of such Borrower, Agent Advances and Over Advances for the account of such Borrower; fifth, to pay or prepay principal of the Revolving Credit Loans (other than BABC Loans, Agent LoansAdvances and Over Advances) for the account of such Borrower and unpaid reimbursement obligations in respect of Letters of Credit; fifth, to pay an amount to Agent equal to all outstanding Letter Credit for the account of Credit Obligations to be held as cash Collateral for such ObligationsBorrower; sixth, to the payment of any other Obligation (other than amounts related due to Product Obligations) the Agent or any Lender by such Borrower; and seventh, to the payment of the Obligations due to Agent or any Lender by the other Borrower; . Notwithstanding anything to the contrary contained in this Agreement, unless so directed by a Borrower, or unless an Event of Default is outstanding, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan 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 seventhonly to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to pay 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(k). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any fees, indemnities or expense reimbursements related and all such proceeds and payments to Product any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Revolving Loans to which such payments relate held by each Lender)) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to the Administrative Agent and the Letter of Credit Issuer. All payments shall be remitted to the Administrative Agent (except as expressly provided herein otherwise) and all such payments not relating to principal or interest of specific Revolving Loans, or not constituting payment of specific feesfees or expenses, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, Accounts or other Collateral received by the Administrative Agent, shall be applied, ratably, subject to the provisions of this AgreementAgreement (including, without limitation, to the extent applicable, Section 3.4(f)): (i) So long as no Event of Default is continuing: first, to pay any fees, indemnities, indemnities or expense reimbursements (other than amounts related to Product Obligations) then due to Agent or Lenders from Borrowersthe Administrative Agent; second, to pay any amounts relating to Bank Products of the type specified in clauses (ii) and (iii) of the definition thereof then due to the Bank or any of its Affiliates from any of the Borrowers; third, to pay any fees or expense reimbursements then due to the Lenders from any of the Borrowers; fourth, to pay interest due from Borrowers in respect of all Revolving Loans, including, including Non-Ratable Loans and Agent LoansAdvances; thirdfifth, to pay or prepay principal of the Non-Ratable Loans and Agent LoansAdvances; fourthsixth, to pay or prepay principal of the Revolving Credit Loans (other than Non-Ratable Loans and Agent LoansAdvances) (subject to the proviso in the last sentence of Section 3.4(a), without reduction in the Maximum Revolver Amount or the establishment of a Permanent Reserve) and unpaid reimbursement obligations in respect of Letters of CreditCredit and Credit Support; fifthseventh, to pay an amount to the Administrative Agent equal to all outstanding Letter Obligations in respect of Letters of Credit Obligations and Credit Support to be held as cash Collateral collateral for such Obligations; sixtheighth, to pay any amounts relating to Bank Products (to the extent not paid pursuant to clause second above) then due to any Lender or any of its Affiliates from any of the Borrowers; and ninth, to the payment of any other Obligation Obligations. (other than amounts related to Product Obligationsii) due to Agent or any Lender by Borrower; Upon the occurrence and seventhduring the continuance of an Event of Default: first, to pay any fees, indemnities or expense reimbursements related then due to Product the Administrative Agent; second, to pay any fees or expense reimbursements then due to the Lenders from any of the Borrowers; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Agent Advances; fourth, to pay or prepay (or cash collateralize, if applicable), in Revolving Loan Application Order, the Revolving Loan Obligations; fifth, to pay any amounts relating to Bank Products then due to any Lender or any of its Affiliates from any of the Borrowers; and sixth, to the payment of any other Obligations. 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 Administrative Agent nor any Lender shall apply any payments which it receives to any LIBOR 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 Loans owing by the applicable Borrower and, in any event, the Borrowers shall pay LIBOR breakage losses in accordance with Section 4.4. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply, in each instance in accordance with this Section 3.8, 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 by this Agreement, aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Revolving Loans to which such payments relate held by each Lender)) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Revolving Loans, or not constituting payment of specific fees, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, any 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, or expense reimbursements (other than amounts related to Product Obligations) reimbursements, then due to the Agent from the Borrowers; SECOND, to pay any fees or expense reimbursements then due to the Lenders from the Borrowers; secondTHIRD, to pay interest due from Borrowers in respect of all Loans, including, Agent the Revolving Loans; thirdFOURTH, to pay or prepay principal of the Agent LoansAdvances; fourthFIFTH, to pay or prepay principal of the Revolving Credit Loans (other than the Agent Loans) and Advances), unpaid reimbursement obligations in respect of Letters of CreditCredit and Credit Support, and any amounts relating to Bank Products; fifth, to pay an amount to Agent equal to all outstanding Letter of Credit Obligations to be held as cash Collateral for such Obligations; sixthand SIXTH, to the payment of any other Obligation (other than amounts related to Product Obligations) due to the Agent or any Lender by Borrower; the Borrowers. 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(h). The Agent and seventh, the Lenders shall have the continuing and exclusive right to pay apply and reverse and reapply any fees, indemnities or expense reimbursements related and all such proceeds and payments to Product any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal 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 Advances or Term Loans B or Term Loans A to which such payments relate held by each Lender) and payments of the fees (other than fees designated for Agent's sole and separate account) shall, as applicable, be apportioned ratably (in accordance with the Lenders' respective Pro Rata Portions (Total)) among the Lenders. All payments shall be remitted to Agent and all such payments not relating to principal or interest of specific LoansAdvances or Term Loans B or Term Loans A, or not constituting payment of specific fees, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, Accounts or other Collateral received by Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product Obligations) then due to Agent from any one or Lenders from Borrowers; more of the Obligors, second, to pay interest any fees (other than the Additional Discount Amount) or expense reimbursements then due to the Lenders from Borrowers in respect any one or more of all Loansthe Obligors, including, Agent Loans; third, to pay or prepay principal of any and all interest accrued and unpaid with respect to the Advances (including Foothill Loans and Agent Loans; Advances), the Term Loans B, and the Term Loans A, fourth, to pay or prepay principal of the Revolving Credit Foothill Loans (other than and Agent Loans) and unpaid reimbursement obligations in respect of Letters of Credit; Advances, fifth, to pay an amount any and all interest accrued and unpaid with respect to Agent equal to all outstanding Letter of Credit Obligations to be held as cash Collateral for such Obligations; the Additional Discount Amount, sixth, to pay the payment Additional Discount Amount, seventh ratably to repay the principal of any other Obligation the Term Loans B, eighth, ratably to repay the principal of the Term Loans A, ninth, ratably to repay principal of the Advances (other than amounts related Foothill Loans and Agent Advances) and tenth, ratably to Product Obligations) pay any other Obligations or Term Loan A Obligations due to Agent or any Lender by Borrower; and seventh, to pay any fees, indemnities or expense reimbursements related to Product ObligationsLender.

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, the Bank and the Letter of Credit Issuer. All payments shall be remitted to the Administrative Agent (except as expressly provided herein otherwise) and all such payments not relating to principal or interest of specific Revolving Loans, or not constituting payment of specific feesfees or expenses, and all proceeds of Accounts, Accounts or, except as provided in subsection 3.3.1subject to the provisions of the Intercreditor Agreement, other Collateral received by the Administrative Agent, shall be applied, ratably, subject to the provisions of this Agreement, : (i) So long as no Event of Default is continuing: first, to pay any fees, indemnities, indemnities or expense reimbursements (other than amounts related to Product Obligations) then due to Agent or Lenders from Borrowersthe Administrative Agent; second, to pay any amounts relating to Bank Products of the type specified in clauses (ii) and (iii) of the definition thereof then due to the Bank or any of its Affiliates from any of the Borrowers; third, to pay any fees or expense reimbursements then due to the Lenders from any of the Borrowers; fourth, to pay interest due from Borrowers in respect of all Revolving Loans, including, including Non-Ratable Loans and Agent LoansAdvances; thirdfifth, to pay or prepay principal of the Non-Ratable Loans and Agent LoansAdvances; fourthsixth, to pay or prepay principal of the Revolving Credit Loans (other than Non-Ratable Loans and Agent LoansAdvances) and unpaid reimbursement obligations in respect of Letters of CreditCredit and Credit Support; fifthseventh, to pay an amount to the Administrative Agent equal to all outstanding Letter Obligations in respect of Letters of Credit Obligations and Credit Support to be held as cash Collateral collateral for such Obligations; sixtheighth, to pay any amounts relating to Bank Products (to the extent not paid pursuant to clause second above) then due to any Lender or any of its Affiliates from any of the Borrowers; and ninth, to the payment of any other Obligation Obligations. (other than amounts related to Product Obligationsii) due to Agent or any Lender by Borrower; Upon the occurrence and seventhduring the continuance of an Event of Default: first, to pay any fees, indemnities or expense reimbursements related then due to Product the Administrative Agent; second, to pay any fees or expense reimbursements then due to the Lenders from any of the Borrowers; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Agent Advances; fourth, to pay or prepay (or cash collateralize, if applicable), in Revolving Loan Application Order, the Revolving Loan Obligations; fifth, to pay any amounts relating to Bank Products then due to any Lender or any of its Affiliates from any of the Borrowers; and sixth, to the payment of any other Obligations. 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 Administrative Agent nor any Lender shall apply any payments which it receives to any LIBOR 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 Loans owing by the applicable Borrower and, in any event, the Borrowers shall pay LIBOR breakage losses in accordance with Section 4.4. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply, in each instance in accordance with this Section 3.8, 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, except as provided in subsection 3.3.1, other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, indemnities or expense reimbursements then due to the Agent from the Borrower or any other Credit Party pursuant to the terms of any Loan Document (other than amounts related fees or expenses relating to Product Obligations) then due to Agent or Lenders from BorrowersBank Products); second, to pay any fees or expense reimbursements then due to the Lenders and the Letter of Credit Issuers from the Borrower or any other Credit Party pursuant to the terms of any Loan Document (other than fees or expenses relating to Bank Products); third, to pay interest due from Borrowers in respect of all Loans, including, including Non-Ratable Loans and Agent Loans; third, to pay or prepay principal of Agent LoansAdvances; fourth, to pay or prepay principal of the Non-Ratable Loans and Agent Advances; fifth, to pay or prepay principal of the Revolving Credit Loans (other than Non-Ratable Loans and Agent LoansAdvances) and unpaid reimbursement obligations in respect of Letters of CreditCredit and Credit Support; fifthsixth, to pay an amount to Agent the Agent, for the ratable benefit of the Letter of Credit Issuers, equal to all outstanding undrawn Letter of Credit Obligations obligations and Credit Support to be held as cash Collateral collateral for such Obligations; sixthseventh, to the payment of any other Obligation (other than amounts related to Product Obligations) due to the Agent or any Lender by Borrowerthe Borrower or any other Credit Party (other than Bank Products); and seventheighth, to pay any feesamounts relating to Bank Products then due to the Lenders and their Bank Product Affiliates in connection with ACH Transactions and cash management (including controlled disbursement) services; and ninth, indemnities to pay any amounts relating to other Bank Products then due to Fleet or expense reimbursements related any Lender providing Bank Products, or any of their Affiliates providing Bank Products. Notwithstanding anything to Product 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 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 Loans and, in any event, the Borrower shall pay LIBOR breakage losses, if any, in 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 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). 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, or except as provided in subsection 3.3.1set forth below with respect to Term Loan Collateral, other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product ObligationsBank Products) then due to the Agent or the Lenders from Borrowersthe applicable Borrower; second, to pay interest due from Borrowers such Borrower in respect of all Loans, including, including Non-Ratable Loans and Agent LoansAdvances; third, to pay or prepay principal of the Non-Ratable Loans and Agent LoansAdvances owed by such Borrower; fourth, to pay or prepay principal of the Revolving Credit Loans (other than Non-Ratable Loans and Agent LoansAdvances) 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 collateral for such Obligations; sixth, to pay or prepay principal of the Term Loan owed by such Borrower; seventh, to the payment of any other Obligation (other than amounts related to Product ObligationsBank Products) due to the Agent or any Lender by Borrower; such Borrower and seventheighth, to pay any fees, indemnities or expense reimbursements related to Product Bank Products due to the Agent from the applicable Borrower. Notwithstanding the foregoing, until the Term Loan has been paid in full, proceeds of the Term Loan Collateral shall be applied first to pay any fees, indemnities or expense reimbursements relating to the Term Loan or the Term Loan Collateral then due to the Agent or the Lenders from FMC; second, to pay interest due from FMC in respect to the Term Loan; third, to pay or prepay principal of the Term Loan; and fourth, to all other Obligations in accordance with the preceding sentence. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the 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 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 Loans and, in any event, the applicable Borrower shall pay LIBOR breakage losses in accordance with Section 4.4. Upon the occurrence and during the continuation of an Event of Default and, prior thereto in order to correct any error, 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) Except as otherwise required pursuant to Section 2.19, principal and interest payments shall be apportioned ratably among the Lenders (according 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 unpaid principal balance of Agent and the Loans to which such payments relate held by each LenderLC 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 Company, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, other any 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 amounts then due to the Agent from the any Borrower (other than in connection with Banking Services or Rate Management Obligations), second, to payment of any amounts related owing with respect to Product Banking Services and any amounts owing to the Agent, any Lender or any of their Affiliates with respect to Exchange Rate Management Obligations) , third, to pay any fees or expense reimbursements then due to Agent or the Lenders from Borrowers; secondany Borrower (other than in connection with Banking Services or Exchange Rate Management Obligations), fourth, to pay interest due from Borrowers in respect of all the Loans, includingincluding Non-Ratable Loans, Agent Overadvances, Protective Advances and Swingline Loans; third, fifth, to pay or prepay principal of Agent the Non-Ratable Loans; fourth, Overadvances and Protective Advances, sixth, to pay or prepay principal of the Revolving Credit Loans (other than Agent Non-Ratable Loans, Overadvances and Protective Advances) and unpaid reimbursement obligations in respect of Letters Facility LCs owing by the Company, seventh, to pay or prepay principal of Credit; fifththe Revolving Loans (other than Non-Ratable Loans, Overadvances and Protective Advances) and unpaid reimbursement obligations in respect of Facility LCs owing by the U.K. Borrower, eighth, to pay or prepay principal of the Swingline Loans, ninth, to pay an amount to the Agent equal to one hundred ten percent (110%) of the aggregate undrawn face amount of all outstanding Letter Facility LCs and the aggregate amount of Credit Obligations any unpaid reimbursement obligations in respect of Facility LCs, to be held as cash Collateral collateral for such Obligations; sixth, and tenth, to the payment of any other Secured Obligation (other than amounts related to Product Obligations) due to the Agent or any Lender by Borrower; the Company. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Company, or unless a Default is in existence, neither the Agent nor any Lender shall apply any payment which it receives to any Eurodollar Loan, except (a) on the expiration date of the Interest Period applicable to any such Eurodollar Loan or (b) in the event, and seventhonly to the extent, that there are no outstanding Floating Rate Loans and, in any event, the Company shall pay the Eurodollar breakage losses in accordance with Section 3.4. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such payments described in the foregoing sentence (which excludes payments relating to principal or interest of specific Loans or constituting payment of specific fees as specified by the Company) and proceeds of Collateral to any portion of the Obligations. (b) Notwithstanding the foregoing, no payments of principal, interest, fees or other amounts delivered to the Agent for the account of any Defaulting Lender shall be delivered by the Agent to such Defaulting Lender. Instead, such payments shall, for so long as such Defaulting Lender shall be a Defaulting Lender, be held by the Agent, and the Agent is hereby authorized and directed by all parties hereto to hold such funds in escrow and apply such funds as follows: First, if applicable to any payments due from such Defaulting Lender to the Agent, and Second, to pay Loans required to be made by such Defaulting Lender on any feesborrowing date to the extent such Defaulting Lender fails to make such Loans. Notwithstanding the foregoing, indemnities or expense reimbursements related upon the termination of all Commitments and the payment and performance of all of the Advances and other obligations owing hereunder (other than those owing to Product Obligationsa Defaulting Lender), any funds then held in escrow by the Agent pursuant to the preceding sentence shall be distributed to each Defaulting Lender, pro rata in proportion to amounts that would be due to each Defaulting Lender but for the fact that it is a Defaulting Lender.

Apportionment, Application and Reversal of Payments. Principal Except as otherwise explicitly set forth herein, all payments by Borrowers hereunder shall be remitted to Administrative Agent. So long as no Event of Default shall have occurred and be continuing, (i) payments of principal and interest payments as to specific Loans shall be apportioned ratably among Revolving Credit Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender). All payments shall be remitted to Agent and all such payments not relating to principal or interest of specific LoansTerm Loan B Lenders, as applicable, or not constituting payment otherwise as provided herein and (ii) payments of specific fees, charges and expenses shall be paid over to those parties entitled to receive such fees, charges and expenses hereunder. Any payments received at any time that do not constitute payments of principal or interest as to specific Loans or payments of specific fees, charges and expenses, including, without limitation, all payments received at any time from proceeds of Accounts, orInventory and, except as provided in subsection 3.3.13.4.2 or, with respect to Senior Noteholder Priority Collateral, in the Intercreditor Agreement, other Collateral Collateral, and any payments received by Agent, after the occurrence and during the continuance of an Event of Default shall be applied, ratably, subject to the provisions of this Agreement, firstFIRST, to pay any fees, indemnities, indemnities or expense reimbursements (other than amounts related to Product Obligations) then due to Administrative Agent or Lenders from BorrowersRevolving Credit Lenders; secondSECOND, to pay interest due from Borrowers in respect of all Revolving Credit Loans, including, Swing Line Loans and Administrative Agent Loans; thirdTHIRD, to pay or prepay principal of Swing Line Loans and Administrative Agent Loans; fourthFOURTH, to pay or prepay principal of the Revolving Credit Loans (other than Administrative Agent Loans) and unpaid reimbursement obligations in respect of Letters of CreditLC and Acceptance Obligations; fifthFIFTH, to pay an amount to Administrative Agent equal to all the then outstanding Letter of Credit Obligations LC and Acceptance Amount to be held by Administrative Agent as cash Collateral for such Obligations; sixthSIXTH, to pay all Obligations constituting Product Obligations described in clauses (i), (ii) and (iii) of the payment definition of such term up to an amount not to exceed $7,500,000 plus the amount of any other Obligation such Product Obligations as to which a reserve shall have been concurrently established and maintained against the Borrowing Base, and Product Obligations described in clause (other than amounts related iv) of the definition of such term up to an amount not to exceed the amount of any such Product Obligations) due Obligations as to Agent or any Lender by Borrowerwhich a reserve shall have been concurrently established and maintained against the Borrowing Base; and seventhSEVENTH, to pay any fees, indemnities or expense reimbursements then due to Term Loan B Agent and Term Loan B Lenders, EIGHTH, to pay interest due in respect of the Term Loan B, NINTH, to pay or prepay principal of the Term Loan B; and TENTH, to the payment of any other Obligation including, any remaining Obligations constituting or related to Product Obligations. In setting the reserve for Product Obligations described in clause (iv) of the definition of Product Obligations (as contemplated in the later part of clause SIXTH above) Administrative Agent shall set such reserve based on the reasonable estimate of such Obligations made by the Revolving Credit Lender or Affiliate thereof to whom such Obligations are owed, employing the customary methodology of such Revolving Credit Lender or Affiliate thereof; but Administrative Agent may (unless otherwise directed in writing by the Majority Revolving Credit Lenders) exclude from the calculation of such reserve the estimated liability of a Borrower under such a clause (iv) Product Obligation that was not approved by Administrative Agent, in its sole discretion, prior to a Borrower's becoming a party to such a clause (iv) Product Obligation.

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). 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, except as provided in subsection 3.3.1set forth below with respect to Term Loan Collateral, other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, firstFIRST, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product ObligationsBank Products) then due to the Agent or the Lenders from Borrowersthe applicable Borrower; secondSECOND, to pay interest due from Borrowers such Borrower in respect of all Loans, including, including Non-Ratable Loans and Agent LoansAdvances; thirdTHIRD, to pay or prepay principal of the Non-Ratable Loans and Agent LoansAdvances owed by such Borrower; fourthFOURTH, to pay or prepay principal of the Revolving Credit Loans (other than Non-Ratable Loans and Agent LoansAdvances) and unpaid reimbursement obligations in respect of Letters of Credit; fifthFIFTH, to pay an amount to the Agent equal to all outstanding Letter of Credit Obligations of such Borrower to be held as cash Collateral collateral for such Obligations; sixthSIXTH, to pay or prepay principal of the Term Loans owed by such Borrower; SEVENTH, to the payment of any other Obligation (other than amounts related to Product ObligationsBank Products) due to the Agent or any Lender by Borrower; such Borrower and seventhEIGHTH, to pay any fees, indemnities or expense reimbursements related to Product ObligationsBank Products due to the Agent from the applicable Borrower. Notwithstanding the foregoing, until the Term Loans have been paid in full, proceeds of the Term Loan Collateral shall be applied FIRST to pay any fees, indemnities or expense reimbursements relating to the Term Loans or the Term Loan Collateral then due to the Agent or the Lenders from FMC; SECOND, to pay interest due from FMC in respect to the Term Loans; THIRD, to pay or prepay principal of the Term Loans; and FOURTH, to all other Obligations in accordance with the preceding sentence. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the 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 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 Loans and, in any event, the applicable Borrower shall pay LIBOR breakage losses in accordance with SECTION 4.

Apportionment, Application and Reversal of Payments. (a) Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender). All ) and payments shall of the fees shall, as applicable, be remitted apportioned ratably among the Lenders, except for fees payable solely to Agent and all such payments not relating to principal or interest the Letter of specific Loans, or not constituting payment of specific fees, Credit Issuers and all proceeds of Accounts, or, except as provided in subsection 3.3.1Section 11.1(b). (b) After the occurrence of an Event of Default and the exercise of any of the remedies provided for in Section 9.2(a)(v), other Collateral (vi), (vii) or (viii) or 9.2(b) (or after the Loans have automatically become immediately due and payable and the Letter of Credit Obligations have been required to be Fully Supported), any amounts received by Agent, on account of the Obligations shall be applied, ratably, subject to applied by the provisions of this Agreement, Administrative Agent in the following order: first, to pay any fees, indemnities, indemnities or expense reimbursements (other than amounts related to Product Obligations) then due to Agent or Lenders from Borrowersthe Agent; second, to pay interest and principal due from Borrowers to the Bank in respect of all Loans, including, Agent Non-Ratable Loans; third, to pay all fees, expenses and indemnities due to the Letter of Credit Issuers in respect of Letters of Credit; fourth, to pay any Obligations constituting fees due to the Lenders (other than fees relating to Bank Products); fifth, to pay interest due in respect of all Loans (other than Non-Ratable Loans); sixth, to pay or prepay principal of Agent Loans; fourth, to pay or prepay principal of the Revolving Credit all Loans (other than Agent Non-Ratable Loans) and unpaid reimbursement obligations in respect of Letters of Credit; fifthsixth, to pay an amount to the Agent equal to all outstanding Letter of Credit Obligations Outstandings to be held as cash Collateral collateral for such Obligations; sixthand seventh, to the payment of any other Obligation due to the Agent, any Letter of Credit Issuer, any Lender or any Affiliate of the Bank (other than amounts related including any Obligations arising under Bank Products). (c) Amounts distributed with respect to any Bank Product Obligations) due Obligations shall be the lesser of the applicable Bank Product Amount last reported to Agent or the actual Bank Product Amount as calculated by the methodology reported to Agent for determining the amount due. The Agent shall have no obligation to calculate the amount to be distributed with respect to any Bank Products, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the applicable Lender. In the absence of such notice, the Agent may assume the amount to be distributed is the Bank Product Amount last reported to it. (d) Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrowers, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate 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 in accordance with the first sentence of Section 3.5(b). The allocations set forth in Section 3.5(b) are solely to determine the rights and priorities of Agent and Lenders as among themselves, and may be changed by Borroweragreement among them without the consent of any Credit Party; provided that all such amounts received by the Agent shall be (i) credited upon receipt to the Loan Account and seventh, applied towards payment of Obligations hereunder and (ii) shall not be applied to pay any fees, indemnities or expense reimbursements related the payment of Bank Product Obligations prior to Product Obligationsthe payment in full of all other amounts specified in clauses first through sixth of Section 3.5(b).

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender). All Prior to the occurrence of an Event of Default, all proceeds of Collateral shall be applied by Administrative Agent against the outstanding Obligations as otherwise provided in this Agreement. Anything contained herein or in any other Loan Document to the contrary notwithstanding but subject in all respects to the Intercreditor Agreement, all payments and collections received in respect of the Obligations and all proceeds of the Collateral received, in each instance, by Administrative Agent or any Lender after the occurrence and during the continuance of an Event of Default and the resultant declaration that all Obligations are immediately due and payable shall be remitted to Administrative Agent and all such payments not relating distributed as follows: (i) first, to principal or interest of specific Loans, or not constituting the payment of specific feesany outstanding costs and expenses incurred by any Agent in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, and all proceeds in protecting, preserving or enforcing rights under this Agreement or any of Accountsthe other Loan Documents, or, except as provided in subsection 3.3.1, other Collateral received and payable by Agent, shall be applied, ratably, subject to the provisions of Borrowers under this Agreement, firstincluding, without limitation, under Sections 3.7, 3.9 and 13.2 hereof (such funds to pay any feesbe retained by the applicable Agent for its own account unless it has previously been reimbursed for such costs and expenses by Lenders, indemnities, or expense reimbursements in which event such amounts shall be remitted to Lenders to reimburse them for payments theretofore made to such Agent); (other than amounts related to Product Obligationsii) then due to Agent or Lenders from Borrowers; second, to pay the payment of any outstanding interest or fees due from Borrowers under the Loan Documents to be allocated pro rata in respect accordance with the aggregate unpaid amounts owing to each holder thereof; (iii) third, (a) to payment of all Loans, including, Agent Loans; third, Product Obligations and (b) to pay or prepay the payment of principal of Agent Loans; fourth, to pay or prepay principal of on the Revolving Credit Loans (other than Agent Loans) and , the Term Loan, unpaid reimbursement obligations in respect of Letters of Credit; fifth, to pay an amount to Agent equal to all outstanding Letter of Credit Obligations together with amounts to be held by Administrative Agent as cash Collateral collateral security for such any outstanding Letters of Credit pursuant to subsection 11.3.5 hereof, amounts owing with respect to Derivative Obligations (other than Excess Derivative Obligations; sixth), the aggregate amount paid to, or held as collateral security for, Lenders (and their Affiliates, as applicable in the case of Derivative Obligations) to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; (iv) fourth, to the payment of all other unpaid Obligations and all other indebtedness, obligations, and liabilities of the Loan Parties to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and (v) finally, to Borrowers or otherwise as required by law or court order. Except as otherwise specifically provided for herein, Borrowers hereby irrevocably waive the right to direct the application of payments and collections at any other Obligation (other than amounts related to Product Obligations) due to time received by Administrative Agent or any Lender from or on behalf of Borrowers or any Guarantor, and Borrowers hereby irrevocably agree that Administrative Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time by Borrower; Administrative Agent or any Lender against the Obligations in the manner described above. In the event that the amount of any Derivative Obligation is not fixed and seventhdetermined at the time proceeds of Collateral are received which are to be allocated thereto, the proceeds of Collateral so allocated shall be held by Administrative Agent as collateral security (in a non-interest bearing account) until such Derivative Obligation is fixed and determined and then the same shall (if and when, and to pay any feesthe extent that, indemnities or expense reimbursements related payment of such liability is required by the terms of the relevant contractual arrangements) be applied to Product Obligationssuch liability.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the 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(b). 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, except as provided in subsection 3.3.1, 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, or expense reimbursements (other than amounts related to Product Obligations) reimbursements, then due to the Agent from the Borrowers, second, to pay any fees or expense reimbursements then due to the Lenders from the Borrowers; second, third, to pay interest due from Borrowers in respect of all the Revolving Loans, includingincluding the Non-Ratable Loans and Autoborrow Loans, Agent Loans; third, to pay or prepay principal of Agent Loans; fourth, to pay or prepay principal of the Non-Ratable Loans and Autoborrow Loans, fifth, to pay or prepay principal of the Revolving Credit Loans (other than Agent the Non-Ratable Loans and Autoborrow Loans) and unpaid reimbursement obligations in respect of Letters of Credit; fifth, sixth, to pay an amount to the Agent equal to 100% of the aggregate undrawn face amount of all outstanding Letter Letters of Credit Obligations to be held as cash Collateral for such Obligations; sixthand the aggregate amount of any unpaid reimbursement obligations in respect of Letters of Credit, and seventh, to the payment of any other Obligation (other than amounts related Obligation, including any amount relating to Product Obligations) Bank Products, due to the Agent or any Lender by the Borrowers. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by a Borrower; , or unless an Event of Default is in existence, neither the Agent nor any Lender shall apply any 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 seventhonly to the extent, that there are no outstanding Base Rate Revolving Loans and, in any event, the Borrowers shall pay the LIBOR breakage losses in accordance with Section 4.4. The Agent and the Lenders shall have the continuing and exclusive right to pay apply and reverse and reapply any fees, indemnities or expense reimbursements related and all such proceeds and payments to Product any portion of the Obligations.

Apportionment, Application and Reversal of Payments. (a) Principal and interest payments in respect of U.S. Revolving Loans shall be apportioned ratably among the U.S. Lenders (according to the unpaid principal balance of the U.S. Revolving Loans to which such payments relate held by each U.S. Lender)) and payments of the fees shall, as applicable, be apportioned ratably among the U.S. Lenders, except for fees payable by a U.S. Borrower or a U.S. Guarantor solely to the Agent, the Bank or the U.S. Letter of Credit Issuer. All payments by a U.S. Borrower or a U.S. Guarantor in respect of Obligations (other than Obligations under Bank Products, which shall be remitted directly to the relevant party) shall be remitted to the Agent (except as expressly provided herein otherwise) and all such payments (to the extent not relating to principal or interest of specific U.S. Revolving Loans, or not constituting payment of specific fees, fees or expenses) and all proceeds of Accounts, or, except as provided in subsection 3.3.1, Accounts or other Collateral of each U.S. Borrower or U.S. Guarantor received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement: (i) So long as no Event of Default has occurred and is continuing, first, to pay any fees, indemnities, indemnities or expense reimbursements reimbursements, including any amounts relating to any Bank Products (other than amounts related to Product Obligations) Hedge Agreements), then due to the Agent or Lenders any of its Affiliates from any of the U.S. Borrowers; second, to pay interest any fees or expense reimbursements then due to the U.S. Lenders from Borrowers in respect any of all Loans, including, Agent Loansthe U.S. Borrowers; third, to pay or prepay principal interest due in respect of all U.S. Revolving Loans, including U.S. Non-Ratable Loans and U.S. Agent LoansAdvances made to any of the U.S. Borrowers; fourth, to pay or prepay principal of the U.S. Non-Ratable Loans and U.S. Agent Advances; fifth, to pay or prepay principal of the U.S. Revolving Credit Loans (other than U.S. Non-Ratable Loans and U.S. Agent LoansAdvances) and unpaid reimbursement obligations in respect of U.S. Letters of Credit; fifthsixth, to pay an amount to the Agent equal to all outstanding Letter Obligations (contingent or otherwise) with respect to U.S. Letters of Credit Obligations to be held as cash Collateral collateral for such ObligationsObligations (but only to the extent such cash collateralization is necessary to comply with the requirements of the third sentence of Section 3.1 (a) without giving effect to any demand requirement thereunder); sixthseventh, to the payment of any other Obligation (other than amounts related Obligations relating to Product Obligations) Bank Products then due to the Agent or any Lender or any of their respective Affiliates by a U.S. Borrower; and seventheighth, to the payment of any other Obligations then due by a U.S. Borrower. (ii) Upon the occurrence and during the continuance of an Event of Default: first, to pay any fees, indemnities or expense reimbursements related (other than any amounts relating to Product Obligations.Bank Products) then due to the Agent from any of the U.S. Borrowers; second, to pay any fees, indemnities or expense reimbursements (other than any amounts relating to Bank Products) then due to the U.S. Lenders from any of the U.S. Borrowers; third, to pay interest due in respect of all U.S. Revolving Loans, including U.S. Non-Ratable Loans and U.S. Agent Advances made to any of the U.S. Borrowers; fourth, to pay or prepay principal of the U.S. Non-Ratable Loans and

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender). All payments shall be remitted to 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, except as provided in subsection 3.3.1, other Collateral received by Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product Obligations) then due to Agent or Lenders from BorrowersBorrower; second, to pay interest due from Borrowers Borrower in respect of all Loans, including, Agent Loans; third, to pay or prepay principal of Agent Loans; fourth, to pay or prepay principal of the Revolving Credit Loans (other than Agent Loans) and unpaid reimbursement obligations in respect of Letters of Credit; fifthfourth, to pay an amount to Agent equal to all outstanding Letters of Credit, LC Guaranties and Letter of Credit Obligations (in the amount of 105% thereof) to be held as cash Collateral for such Obligations; sixthfifth, to the payment of any other Obligation (other than amounts related to Product Obligations) due to Agent or any Lender by Borrower; and seventhsixth, to pay any principal, fees, indemnities or expense reimbursements related to Product Obligations. After the occurrence and during the continuance of an Event of Default, Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any 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 required pursuant to Article XVI, principal and interest payments shall be apportioned ratably among the Lenders (according 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 unpaid principal balance of Agent and the Loans to which such payments relate held by each LenderLC Issuer and except as provided in Section 2.10(c). All payments (other than those collected pursuant to Section 16.2) 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, except as provided in subsection 3.3.1, other any 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 amounts then due to the Agent from the Borrower (other than amounts related in connection with Banking Services or Rate Management Obligations), second, to Product Obligations) pay any fees or expense reimbursements then due to Agent or the Lenders from Borrowers; secondthe Borrower (other than in connection with Banking Services or Rate Management Obligations), third, to pay interest due from Borrowers in respect of all the Loans, includingincluding Non-Ratable Loans, Agent Loans; thirdOveradvances and Protective Advances, to pay or prepay principal of Agent Loans; fourth, to pay or prepay principal of the Non-Ratable Loans, Overadvances and Protective Advances, fifth, to pay or prepay principal of the Revolving Credit Loans (other than Agent Non-Ratable Loans, Overadvances and Protective Advances) and unpaid reimbursement obligations in respect of Letters of Credit; fifthFacility 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 Letter Facility LCs and the aggregate amount of Credit Obligations any unpaid reimbursement obligations in respect of Facility LCs, to be held as cash Collateral collateral for such Obligations; sixth, 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 (other than amounts related to Product Obligations) due to the Agent or any Lender by the Borrower; . Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless a Default is in existence, neither the Agent nor any Lender shall apply any payment which it receives to any Eurodollar Loan, except (a) on the expiration date of the Interest Period applicable to any such Eurodollar Loan or (b) in the event, and seventhonly to the extent, to that there are no outstanding Floating Rate Loans and, in any event, the Borrower shall pay any fees, indemnities or expense reimbursements related to Product Obligationsthe Eurodollar breakage losses in accordance with Section 3.

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 and other Obligations payable solely to the Agent and except as provided in Section 11.1(b). All payments shall be remitted to Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific feesmade hereunder, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, Accounts or other Collateral received by Agenthereunder, shall be applied, ratably, applied subject to the provisions of this Agreement and the Intercreditor Agreement and remitted to Agent. After an Event of Default, notwithstanding any other provision in the Loan Documents, but subject to the Intercreditor Agreement, all payments and proceeds shall be applied in the following order: first, to pay any fees, indemnities, indemnities or expense reimbursements (and any other than amounts related to Product Obligations) Obligations then due to any Agent or Lenders any other Agent-Related Person from Borrowersany Loan Party; second, to pay interest pay, ratably, any fees or expense reimbursements then due to the Lenders from Borrowers in respect of all Loans, including, Agent Loansthe Borrowers; third, to pay or prepay principal of Agent pay, ratably, interest then due on the Term Loans; fourth, to pay or prepay principal of the Revolving Credit Loans (other than Agent Term Loans) and unpaid reimbursement obligations in respect of Letters of Credit; fifth, to pay an amount to 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 (other than amounts related to Product Obligations) due to the Agent or any Lender by Borrowerthe Borrowers; and seventhsixth, subject to the Intercreditor Agreement, upon request by the Borrowers, to pay the Borrowers. The Agent shall have the continuing and exclusive right to apply and reverse and reapply any fees, indemnities or expense reimbursements related and all such proceeds and payments to Product Obligationsany portion of the Obligations in accordance with this Agreement.

Apportionment, Application and Reversal of Payments. Principal Except as otherwise provided herein, principal and interest payments shall be apportioned ratably among Lenders the Banks (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender)Bank) and payments of the fees shall be apportioned ratably among the Banks, except for fees payable solely to the Administrative Agent or the Issuer. All payments by or on behalf of the Company or any other Loan Party shall be remitted to the Administrative Agent and all such payments not relating to principal of or interest of on specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, Accounts or other Collateral received by the Administrative Agent, shall be applied, ratably, applied 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 Agent or Lenders from Borrowersof the Administrative Agent; second, to pay any fees, indemnities or expense reimbursements then due to the Banks from the Company; third, to pay interest then due from Borrowers in respect of all Loans, including, including Non-Ratable Loans and Administrative Agent Loans; third, to pay or prepay principal of Agent LoansAdvances; fourth, to pay or prepay principal of the Revolving Credit Non-Ratable Loans and Administrative Agent Advances; fifth, to pay or prepay principal of the Loans (other than Non-Ratable Loans and Administrative Agent LoansAdvances) and unpaid reimbursement obligations in respect of Letters of Credit; fifthsixth, to pay an amount to Administrative Agent equal to all outstanding Letter of Credit Obligations to be held as cash Collateral collateral for such Obligations; sixthand seventh, to the payment of any other Obligation (other than amounts related to Product Obligations) due to the Administrative Agent or any Lender Bank by Borrower; the Company, including any amount relating to Bank Products then due to the Banks from the Company. At any time an Event of Default or Unmatured Event of Default exists, the Administrative Agent and seventh, the Banks shall have the continuing and exclusive right to pay apply and reverse and reapply any fees, indemnities or expense reimbursements related and all such proceeds and payments to Product any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender). All payments shall be remitted to 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 AccountsAccounts and Inventory, or, except as provided in subsection 3.3.1, other Collateral received by Administrative Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product Obligations) then due to Administrative Agent or Lenders from Borrowers; second, to pay interest due from Borrowers in respect of all Loans, including, including Swingline Loans and Administrative Agent Loans; third, to pay or prepay principal of Swingline Loans and Administrative Agent Loans; fourth, to pay or prepay principal of the Revolving Credit Loans (other than Swingline Loans and Administrative Agent Loans) and unpaid reimbursement obligations in respect of Letters of Credit; fifth, to pay an amount to Administrative Agent equal to all outstanding Letter Obligations in respect of Letters of Credit Obligations to be held as cash Collateral for such Obligations; sixth, to pay or prepay principal of the Term Loan; seventh, to the payment of any other Obligation (other than amounts related to Product Obligations) due to Administrative Agent or any Lender by BorrowerBorrowers; and seventheighth, to pay any fees, indemnities or expense reimbursements related to, or other amounts due to Administrative Agent and any Lender or Affiliate of any such Lender under or in connection with, Product Obligations. After the occurrence and during the continuance of an Event of Default, Administrative Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Administrative Agent or its agent against the Obligations, in such manner as Administrative Agent may deem advisable, notwithstanding any entry by Administrative Agent or any Lender upon any of its books and records, provided that such application or reapplication shall be consistent with the terms of this subsection 3.4.2.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender). All payments shall be remitted to 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, except as provided in subsection 3.3.1, other Collateral received by Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product Obligations) then due to Agent or Lenders from Borrowers; second, to pay interest due from Borrowers in respect of all Loans, including, including Agent CHICAGO/#1571873.4 Loans; third, to pay or prepay principal of Agent Loans; fourth, to pay or prepay principal of the Revolving Credit Loans (other than Agent Loans) and unpaid reimbursement obligations in respect of Letters of Credit; fifth, to pay an amount to 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 (other than amounts related to Product Obligations) due to Agent or any Lender by BorrowerBorrowers; and seventh, to pay any fees, indemnities or expense reimbursements related to Product Obligations. After the occurrence and during the continuance of an Event of Default, Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any 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 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, 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, except as provided in subsection 3.3.1, Accounts or other Collateral received by the Administrative Agent, shall be applied, ratably, subject to the provisions of this Agreement, firstFIRST, to pay any fees, indemnities, indemnities or expense reimbursements (other than including any amounts related relating to Product Obligations) Bank Products then due to the Administrative Agent from the Borrowers; SECOND, to pay any fees or expense reimbursements then due to the Lenders from the Borrowers; secondTHIRD, to pay interest due from Borrowers in respect of all Revolving Loans (including Non-Ratable Loans and Administrative Agent Advances) (first to US Revolving Loans and then to UK Revolving Loans, including, Agent Loans); thirdFOURTH, to pay or prepay principal of the Non-Ratable Loans and Administrative Agent LoansAdvances; fourthFIFTH, to pay or prepay principal of the Revolving Credit Loans (other than Non-Ratable Loans and Administrative Agent LoansAdvances) and unpaid reimbursement obligations in respect of Letters of CreditCredit (first to US Revolving Loans and then to UK Revolving Loans); fifthSIXTH, to pay an amount or prepay principal of the Term Loans (first to Agent equal Term Loan (France), second as a prepayment of the obligations under the Brazilian Loan Documents under clause second (A) of SECTION 1.3(c) (Term Credit Facility Mandatory Prepayments), as a deposit to all outstanding the Brazilian Letter of Credit Obligations Cash Collateral Account or as a reduction in the Brazilian Letter of Credit Reserve, in the discretion of the Parent, if no Event of Default exists, or otherwise, of the Administrative Agent, and then to be held as cash Collateral for such ObligationsTerm Loan (UK)); sixthand SEVENTH, to the payment of any other Obligation (including any amounts relating to Bank Products other than amounts related covered by clause FIRST above. Notwithstanding anything to Product Obligations) due to the contrary contained in this Agreement, unless so directed by the Borrowers, or unless an Event of Default has occurred and is continuing, neither the Administrative Agent or nor any Lender by Borrower; shall apply any payments which it receives to any LIBOR 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 seventhonly to the extent, to that there are no outstanding Base Rate Loans and, in any event, the Borrowers shall pay any fees, indemnities or expense reimbursements related to Product ObligationsLIBOR breakage losses in accordance with SECTION 4.

Apportionment, Application and Reversal of Payments. Principal and interest payments by Canadian Borrower shall be apportioned ratably among Canadian Lenders, and principal and interest payments by U.S. Borrower shall be apportioned ratably among U.S. Lenders (in each case, according to the unpaid principal balance of the Loans to which such payments relate held by each such Lender). All such payments shall be remitted to Canadian Agent or U.S. Agent, as applicable, 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, except as provided in subsection 3.3.1, other Collateral received by any Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product Obligations) then due to the applicable Agent or Lenders Lender from Borrowersthe applicable Borrower; second, to pay interest due from Borrowers the applicable Borrower to the applicable Lenders in respect of all Loans, including, Loans and Agent Loans; third, to pay or prepay principal of Agent Loans; fourth, to pay or prepay principal of the applicable Revolving Credit Loans (other than Agent Loans) and unpaid reimbursement obligations in respect of Letters of CreditCredit of the applicable Borrower; fifth, if an Event of Default has occurred and is continuing, to pay an amount to each Agent equal to all outstanding Letter of Credit and LC Obligations to be held as cash Collateral for such Obligations; sixth, to pay or prepay principal of the Term Loans to the applicable Lenders to the extent then due; seventh, to the payment of any other Obligation (other than amounts related to Product Obligations) due to the applicable Agent or any Lender by the applicable Borrower; and seventheighth, to pay any principal amount, fees, indemnities indemnities, or expense reimbursements related to Product Obligations then due; and ninth, if an Event of Default has not occurred and is not continuing, to the applicable Borrower, to be used by such Borrower only in a manner permitted hereunder. After the occurrence and during the continuance of an Event of Default, each Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by such Agent or its agents against the Obligations, in such manner as such Agent may deem advisable, notwithstanding any entry by any Agent or any Lender upon any of its books and records.

Apportionment, Application and Reversal of Payments. (a) Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to the Administrative Agent, the Bank, and the Letter of Credit Issuer and except as provided in Section 13.1(d). All . (b) Except as provided otherwise in this Agreement, 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, except as provided in subsection 3.3.1, 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, firstFIRST, to pay any fees, indemnities, or expense reimbursements, then due to the Administrative Agent from any Obligated Party, SECOND, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product Obligations) then due to any of the Credit Providers other than the Administrative Agent or Lenders from Borrowers; secondany Obligated Party, THIRD, to pay interest then due from Borrowers in respect of all the Loans, includingincluding Non-Ratable Loans and Agent Advances, Agent Loans; thirdFOURTH, to pay or prepay principal of the Non-Ratable Loans and the Agent Loans; fourthAdvances, FIFTH, to pay or prepay principal of the Revolving Credit Loans (other than the Non-Ratable Loans and the Agent LoansAdvances) and unpaid reimbursement obligations in respect of Letters of Credit; fifth, SIXTH, to pay an amount to the Administrative Agent equal to 105% of the aggregate undrawn face amount of all outstanding Letter Letters of Credit Obligations and the aggregate amount of any unpaid reimbursement obligations in respect of Letters of Credit, to be held as cash Collateral collateral for such Obligations; sixth, and SEVENTH, to the payment of any other Obligation including any amounts relating to Bank Products due to the Administrative Agent or the Bank by the Obligated Parties. Subject to items “first” through “seventh” preceding, the Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations. (c) Payments received pursuant to Section 4.3(b), Section 4.3(d), and Section 4.3(e) shall be applied, ratably, subject to the other provisions of this Agreement, in the order of priority set forth for items “first” through “fifth” of clause (b) preceding at any time other than amounts related during the existence of a Default or an Event of Default, and during the existence of any Default or Event of Default, as specified in clause (b) preceding. (d) Notwithstanding anything to Product Obligations) due to the contrary contained in this Agreement, unless so directed by a Borrower, or unless an Event of Default is in existence, neither the Administrative Agent or nor any Lender by Borrower; shall apply any payment that it receives to any LIBOR Rate Loan, except (i) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan or (ii) in the event, and seventhonly to the extent, to that there are no outstanding Base Rate Loans and, in any such event, the Borrowers shall pay any fees, indemnities or expense reimbursements related to Product Obligationsthe LIBOR breakage losses in accordance with Section 5.4.