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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Apportionment, Application and Reversal of Payments. (a) Principal and interest payments (but excluding payments to any tranche established after the date of this Agreement pursuant to Section 2.5, 2.6 or 2.7 to the extent otherwise provided in the applicable amendment to this Agreement relating to such tranche) shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each such Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to the Agent, any Arranger or the applicable Letter of Credit Issuer. Principal and interest payments on any loans made pursuant to any tranche established after the date of this Agreement pursuant to Section 2.5, 2.6 or 2.7 shall be allocated pro rata (or as may otherwise be provided for in the applicable amendment to this Agreement relating to such tranche) among the Lenders with commitments under any facility in respect thereof or with participations in such tranche (in each case subject to any limitations on non-pro rata payments otherwise provided in any such section). (b) All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the AgentAgent in accordance with the terms of the Loan Documents, shall be applied, ratablyratably (within in each tier below, to the applicable Secured Party), subject to the provisions of this Agreement and any applicable Acceptable Intercreditor Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent or the Arrangers from the Borrowerapplicable Borrower or Borrowers; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrowerapplicable Borrower or Borrowers; third, to pay interest due in respect of all Revolving LoansLoans of the applicable Borrower or Borrowers, including Non-Ratable Swingline Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Non-Ratable Swingline Loans and Protective AdvancesAgent Advances of the applicable Borrower or Borrowers; fifth, ratably, to pay or prepay principal of the Revolving Loans (other than Non-Ratable excluding the applicable Swingline Loans and Protective applicable Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit of the Company and its Subsidiaries and, if an Event of Default has occurred and is continuing at such time, to (i) pay Designated Bank Products Obligations of the applicable Obligor or Obligors in respect of any Waterfall Priority Hedge Agreements, in an amount not to exceed the amount of the Waterfall Priority Hedge Agreement Reserve with respect to such Waterfall Priority Hedge Agreement and (ii) to pay an amount to the Agent equal to all outstanding Obligations (contingent or otherwise) with respect to outstanding Letters of Credit issued for the account of the Company or any of its Subsidiaries to be held as cash collateral for such Obligations; sixth, to the payment of any other Obligation applicable Obligations, including any amounts relating to Bank Products not otherwise paid above, due to the Agent, any Lender, any Affiliate of the Agent or any Lender or any of their Affiliates other Secured Party, by the Borrower. Obligors; and seventh, to pay any remaining amounts to the applicable Borrower or Borrowers for its or their own account; provided that (i) no proceeds from the Canadian Collateral shall be applied to the outstanding principal amount of U.S. Revolving Loans or to cash collateralize outstanding Letters of Credit (other than Letters of Credit issued for the account of any Canadian Obligor) and (ii) proceeds from the U.S. Collateral shall be applied to the outstanding principal amount of U.S. Revolving Loans, to cash collateralize outstanding Letters of Credit and to pay other U.S. Obligations (in the order set forth above) before being applied to the payment or cash collateralization of any Canadian Obligations. (c) Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the BorrowerBorrowers, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Term SOFR Loan or Term ▇▇▇▇▇ Loan, except (ai) on the expiration date of the Interest Period or Term ▇▇▇▇▇ Interest Period applicable to any such LIBOR Rate Term SOFR Loan or Term ▇▇▇▇▇ Loan, or (bii) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent Loans and, in such event, the Borrowers shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender pay Term SOFR Loan or Term ▇▇▇▇▇ Loan breakage losses in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in accordance with Section 2.2(j)5.4. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the applicable U.S. Obligations or Canadian Obligations. Notwithstanding anything to the contrary herein, this Section 4.6 may be amended in accordance with Section 12.1(c) (and the Lenders hereby irrevocably authorize the Agent to enter into any such amendments) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Section 2.5, 2.6 or 2.7, as applicable. (d) Unless Agent receives notice from Borrowers prior to the date on which a payment is due to Agent for the account of Lenders or Letter of Credit Issuer hereunder that Borrowers will not make such payment, Agent may assume that Borrowers have made such payment on such date in accordance herewith and may, in reliance on such assumption, distribute to Lenders or Letter of Credit Issuer, as applicable, the amount due. With respect to any payment that Agent makes for the account of Lenders or Letter of Credit Issuer hereunder as to which Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment, a “Rescindable Amount”): (i) Borrowers have not in fact made such payment, (ii) Agent has made a payment in excess of the amount so paid by Borrowers (whether or not then owed), or (iii) Agent has for any reason otherwise erroneously made such payment, then each Lender or Letter of Credit Issuer, as applicable, severally agrees to repay to Agent promptly on demand (but in no event later than two Business Days) the Rescindable Amount so distributed to or otherwise made for the account of such Lender or Letter of Credit Issuer, in immediately available funds with interest thereon for each day from and including the date such amount is distributed to it to but excluding the date of payment to Agent, at the greater of the Federal Funds Rate and a rate determined by Agent in accordance with banking industry rules on interbank compensation. A notice by Agent to Letter of Credit Issuer, any Lender or any Borrower with respect to any amount owing under this clause (d) shall be conclusive, absent manifest error.

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 the fees shalland expenses (other than fees or expenses that are for Agent's separate account, as applicable, after giving effect to any letter agreements between Agent and individual Lenders) shall be apportioned ratably among the LendersLenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee relates. All payments shall be remitted to the 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 Collateral or other Collateral the Letter of Credit received by the 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 Lender Group Expenses then due to Agent under the Agent from the Borrower; Loan Documents, until paid in full, (B) second, to pay any fees or expense reimbursements Lender Group Expenses then due to the Lenders from under the Borrower; 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 (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 in respect of all Revolving LoansAgent Advances, including Non-Ratable Loans until paid in full, (F) sixth, ratably to pay interest due in respect of Advances (other than Agent Advances) until paid in full; provided, however, proceeds of Tranche A Collateral and Protective Tranche B Collateral shall only be used to pay interest of Tranche A Advances and Tranche B Advances; fourth, respectively, (G) seventh, to pay or prepay principal of the Non-Ratable Loans all Advances until paid in full; provided, however, proceeds of Tranche A Collateral and Protective Tranche B Collateral shall only be used to pay principal of Tranche A Advances and Tranche B Advances; fifth, respectively, (H) eighth, to pay or prepay principal of the Revolving Loans any other Obligations until paid in full, and (other than Non-Ratable Loans and Protective AdvancesI) and sixthninth, to the payment of any other Obligation including any amounts relating Borrowers (to Bank Products due be wired to the Designated Account) or such other Person entitled thereto under applicable law. (ii) Agent or any Lender or any of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender promptly shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j2.3(h). The Agent . (iii) In each instance, so long as no Default or Event of Default has occurred and the Lenders is continuing, Section 2.4(b) shall have the continuing and exclusive right not be deemed to apply and reverse and reapply any and all such proceeds and payments to any portion 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 Obligationsforegoing, "paid in full" means payment of all amounts owing under the Loan Documents according to the terms thereof, including loan fees, 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 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 the 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 the Lenders (according to the unpaid principal balance of the Revolving Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among Lenders. Notwithstanding the Lendersforegoing, if a Defaulting Lender obtains a payment or reduction of any Obligation, it shall immediately turn over the full amount thereof to Agent for application pursuant to this Agreement and it shall provide a written statement to Agent describing the Obligation affected by such payment or reduction. No Lender shall set off against a deposit account of a Borrower or Guarantor without Agent's prior written consent. All payments shall be remitted to the Agent and all such payments not relating received by Agent after acceleration of the Obligations prior to principal the Maturity Date or interest the failure of specific Loans, or not constituting payment of specific feesthe Borrowers to Pay in Full the Obligations on the Maturity Date, and all proceeds of Accounts or other Collateral received by the Agent, in each case shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements (excluding, however, any such amounts relating to Bank Products) then due and payable under the Loan Documents to the Agent from the BorrowerBorrowers (and all Non-Ratable Loans, Agent Advances, and other Revolving Loans and participations that a Defaulting Lender has failed to settle or fund); second, to pay any fees or expense reimbursements then due and payable under the Loan Documents to the Lenders from the BorrowerBorrowers; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit; and sixth, to the payment of any other Obligation (including any amounts relating to Bank Products Products) due and payable under the Loan Documents to the Agent or any Lender or any of their Affiliates by the BorrowerBorrowers. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

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

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

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

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

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

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

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lendera) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject Subject to the provisions of this Agreementthe Intercreditor Agreement (including, firstwithout limitation, the provisions of Section 4.01 thereof regarding the application of proceeds of any sale, collection or liquidation of any Loan Collateral), all payments received by the Administrative Agent or by the Collateral Agent for application to the Obligations shall be applied as follows: First, to pay any fees, indemnities or expense reimbursements then due to the Collateral Agent and Administrative Agent from the BorrowerCompany and other Loan Parties under the Credit Agreement; secondSecond, to pay interest and fees then due from the Company and other Loan Parties to the Lenders under the Credit Agreement, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties; Third, to pay principal then due from the Company and other Loan Parties under the Credit Agreement, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties; and Fourth, to pay any fees or expense reimbursements other amounts then due from the Company and other Loan Parties under the Credit Agreement, ratably among the parties entitled thereto in accordance with the amounts then due to such parties. (b) [Reserved]. (c) [Reserved]. (d) [Reserved]. (e) Subject to the Lenders from the Borrower; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Advances; fourth, to pay or prepay principal terms of the Non-Ratable Loans and Protective Advances; fifthIntercreditor Agreement, the Collateral Agent shall have absolute discretion as to pay the time of application of any such proceeds, moneys or prepay principal balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Revolving Loans purchase money by the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. (other than Non-Ratable Loans and Protective Advancesf) and sixthIf, after receipt of any payment which is applied to the payment of all or any other Obligation including part of any amounts relating to Bank Products due to Obligations, the Collateral Agent, Administrative Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any person because such payment or application of their Affiliates by the Borrower. Notwithstanding anything proceeds is invalidated, declared fraudulent, set aside, determined to the contrary contained in this Agreementbe void or voidable as a preference, unless so directed by the Borrowerimpermissible set-off, or unless an Event a diversion of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loantrust funds, or (b) for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by such Agent or such Lender and the eventCompany shall be liable to pay to such Agent and the Lenders, and only to shall indemnify such Agents and the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to Lenders and holds the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 5.02(f) shall be and remain effective notwithstanding any contrary action which may have been taken by an Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the continuing Agents’ and exclusive right the Lenders’ rights under this Agreement and shall be deemed to apply have been conditioned upon such payment or application of proceeds having become final and reverse and reapply any and all such proceeds and payments to any portion irrevocable. The provisions of this Section 5.02(f) shall survive the Obligationstermination of this Agreement.

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

Apportionment, Application and Reversal of Payments. Principal 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 or or, subject 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 or expense reimbursements then due to the 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 in respect of all Revolving Loans, including Non-Ratable Loans and Agent Advances; fifth, to pay or prepay principal of the Non-Ratable Loans and Agent Advances; sixth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit and Credit Support; seventh, to pay an amount to the Administrative Agent equal to all outstanding Obligations in respect of Letters of Credit and Credit Support to be held as cash collateral for such Obligations; eighth, 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 BorrowerBorrowers; and ninth, to the payment of any other Obligations. (ii) Upon the occurrence and during the continuance of an Event of Default: first, to pay any fees, indemnities or expense reimbursements then due to the Administrative Agent; second, to pay any fees or expense reimbursements then due to the Lenders from any of the BorrowerBorrowers; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Agent Advances; fourth, to pay or prepay principal of (or cash collateralize, if applicable), in Revolving Loan Application Order, the Non-Ratable Loans and Protective AdvancesRevolving Loan Obligations; fifth, to pay any amounts relating to Bank Products then due to any Lender or prepay principal any of its Affiliates from any of the Revolving Loans (other than Non-Ratable Loans and Protective Advances) Borrowers; and sixth, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the BorrowerObligations. 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 Revolving Rate Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving LoansLoans owing by the applicable Borrower and, in any event, the Borrowers shall pay LIBOR breakage losses in accordance with Section 4.4. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply 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 (but excluding payments to any tranche established after the date of this Agreement pursuant to Section 2.2, 2.3 or 2.4 to the extent otherwise provided in the applicable amendment to this Agreement relating to such tranche) shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Term Loans to which such payments relate held by each such Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to the Agent or any Arranger. Principal and interest payments on any Term Loans made pursuant to any tranche established after the date of this Agreement pursuant to Section 2.2, 2.3 or 2.4 shall be allocated pro rata (or as may otherwise be provided for in the applicable amendment to this Agreement relating to such tranche) among the Lenders with commitments under any facility in respect thereof or with participations in such tranche (in each case subject to any limitations on non-pro rata payments otherwise provided in any such section). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Term Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the AgentAgent in accordance with the terms of the Loan Documents, shall be applied, ratably, subject to the provisions of this Agreement and any applicable Acceptable Intercreditor Agreement, : first, to pay any fees, indemnities or expense reimbursements then due to the Agent or the Arrangers from the Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; third, to pay interest due in respect of all Revolving Term Loans, including Non-Ratable Loans and Protective Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective AdvancesTerm Loans; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Advances) and sixth, to the payment of any other Obligation including any amounts relating to Bank Products applicable Obligations due to the Agent or Agent, any Lender or any of their Affiliates other Secured Party, by the BorrowerObligors; and sixth, to pay any remaining amounts to the Borrower for its own account. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Term Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Term Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent Term Loans and, in such event, the Borrower shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender pay LIBOR Term Loan breakage losses in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in accordance with Section 2.2(j)5.4. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the applicable Obligations. Notwithstanding anything to the contrary herein, this Section 4.5 may be amended in accordance with Section 13.1(c) (and the Lenders hereby irrevocably authorize the Agent to enter into any such amendments) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new Classes or tranches of Term Loans added pursuant to Section 2.2, 2.3 or 2.4, as applicable.

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

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

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

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

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the 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 any Borrower’s Accounts or any other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities indemnities, or expense reimbursements reimbursements, then due to the Agent from the Borrower; Borrowers, second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; Borrowers, third, to pay interest due in respect of all the Revolving Loans, including the Non-Ratable Loans and Protective Advances; Autoborrow Loans, fourth, to pay or prepay principal of the Non-Ratable Loans and Protective Advances; Autoborrow Loans, fifth, to pay or prepay principal of the Revolving Loans (other than the Non-Ratable Loans and Protective AdvancesAutoborrow Loans) and unpaid reimbursement obligations in respect of Letters of Credit, sixth, to pay an amount to the Agent equal to 100% of the aggregate undrawn face amount of all outstanding Letters of Credit and the aggregate amount of any unpaid reimbursement obligations in respect of Letters of Credit, and seventh, to the payment of any other Obligation Obligation, including any amounts amount relating to Bank Products Products, due to the Agent or any Lender or any of their Affiliates by the BorrowerBorrowers. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the a Borrower, or unless an Event of Default has occurred and is continuingin existence, neither the Agent nor any Lender shall apply any payments payment which it receives to any LIBOR Rate Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, Revolving Loan or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent Loans and, in any event, the Borrowers shall promptly distribute to each Lender, pursuant to pay the applicable wire transfer instructions received from each Lender LIBOR breakage losses in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in accordance with Section 2.2(j)4.4. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

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

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

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

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

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

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

Apportionment, Application and Reversal of Payments. Principal Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents, 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 the fees shall, as applicable, (other than fees designated for an Agent's sole and separate account) shall be apportioned ratably among the LendersLenders based upon their Pro Rata Shares. All payments shall be remitted to the 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 principal or interest of specific Loans, Obligations or not constituting payment of which relate to specific fees), and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, firstapplied as follows: (A) FIRST, to pay any feesLender Group Expenses then due to Agent under the Loan Documents, indemnities or expense reimbursements until paid in full, (B) SECOND, to pay any Lender Group Expenses then due to the Agent from Lenders under the Borrower; secondLoan Documents, on a ratable basis, until paid in full, (C) THIRD, to pay any fees or expense reimbursements then due to Agent (for its separate account) under the Loan Documents, until paid in full, (D) FOURTH, to pay any fees then due to any or all the Lenders from under the Borrower; thirdLoan Documents, on a ratable basis, until paid in full, (E) FIFTH, to pay interest due in respect of all Revolving Loans, outstanding Advances (including Non-Ratable Swing Loans and Protective Agent Advances; fourth), until paid in full, (F) SIXTH, to pay fees, charges, commissions, and costs in respect of all outstanding Letters of Credit, until paid in full, (G) SEVENTH, to pay or prepay principal of the Non-Ratable Loans and Protective Agent Advances; fifth, until paid in full, (H) EIGHTH, to pay or prepay principal of the Revolving Loans all outstanding Advances (other than Non-Ratable Loans and Protective Agent Advances) and sixth), such prepayment to be made, first, to the payment of any outstanding Swing Loans and, second, to all other Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreementoutstanding Advances, (I) NINTH, unless so directed by the Borrower, or unless if an Event of Default has occurred and is continuing, neither to provide cash collateral to be held by Agent, for the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date ratable benefit of those Lenders having a Pro Rata Share of the Interest Period applicable Letters of Credit, in an amount equal to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion 105% of the Obligations.maximum amount of the Lender Group's obligations under outstanding Letters of Credit, until paid in full,

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

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

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

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

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to Agent and the Letter of Credit Issuer and except as provided in SECTION 11.1(b). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, firstFIRST, to pay any fees, indemnities or expense reimbursements reimbursements, as well as all amounts relating to Bank Products other than Hedge Agreements, then due to the Agent from the Borrower; secondSECOND, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; thirdTHIRD, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Agent Advances; fourthFOURTH, to pay or prepay principal of the Non-Ratable Loans and Protective Agent Advances; fifthFIFTH, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Agent Advances) and sixthunpaid reimbursement obligations in respect of Letters of Credit; SIXTH, to pay an amount to Agent equal to all outstanding Letter of Credit Obligations to be held as cash collateral for such Obligations; and SEVENTH, to the payment of any other Obligation Obligation, including any amounts relating to Obligations arising under Hedge Agreements that are Bank Products Products, due to the Agent or any Lender or any of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Rate Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent Loans and, in any event, the Borrower shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender pay LIBOR breakage losses in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). 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 Obligationsaccordance with SECTION 4.

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 other Collateral of such US Borrower received by the AgentAdministrative 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 or expense reimbursements then due to the Administrative Agent from the BorrowerUS Borrowers; second, to pay any fees or expense reimbursements then due to the US Lenders from the BorrowerUS Borrowers; third, to pay interest due in respect of all US Revolving Loans, including Non-Ratable Loans and Protective Agent Advances, made to the US Borrowers whether or not allowed or allowable in an insolvency proceeding; fourth, to pay or prepay principal of the US Revolving Loans, including Non-Ratable Loans Loans, and Protective Agent Advances, made to the US Borrowers and due 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 or prepay principal an amount to the Administrative Agent equal to 105% of all outstanding Letter of Credit Obligations of the Revolving Loans (other than Non-Ratable Loans and Protective Advances) and sixth, US Borrowers to be held as cash collateral for such Obligations; sixth to the payment of any other Obligation to any US Agent, Administrative Agent, Bank or the US Lenders, including Obligations in respect of US Bank Products; and seventh following the occurrence and continuation of a Default or Event of Default, to pay any of the foregoing amounts relating to Bank Products due to the Administrative Agent or any Lender UK Agent on behalf of and for the benefit of the UK Lenders pursuant to the UK Obligations of the US Borrower, the Parent Guarantor or the US Subsidiaries under or pursuant to the 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 their Affiliates by the Borrowerspecific 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 Borrower, US Borrowers Representative or unless an Event of Default has occurred and is continuingcontinuing 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 Rate Revolving Loan, or (b) in the event, and only to the extent, that there are no outstanding US Base Rate Revolving LoansLoans made to the US Borrowers and, in any event, in each case the US Borrowers shall pay LIBOR breakage losses, if any, in accordance with Section 4.4. The Agent shall promptly distribute Upon the occurrence and during the continuation of an Event of Default and, prior thereto in order to each Lender, correct any error or otherwise with the consent of the Lenders required pursuant to Section 11.1(b) hereof, 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 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 ObligationsObligations of the US Borrowers.

Apportionment, Application and Reversal of Payments. Principal Aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders. All payments received with respect to a Borrower shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements or indemnities then due to the Agent and the Lenders from the Borrowersuch Borrower under or in connection with this Agreement or any other Loan Document; second, to pay any fees or expense reimbursements then interest due in respect of the BABC Loans and Agent Advances to the Lenders from the such Borrower; third, to pay or prepay principal of the BABC Loans and Agent Advances to such Borrower; fourth, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans (other than the BABC Loans and Protective Agent Advances; fourth, ) to pay such Borrower and unpaid reimbursement obligations in respect of Letters of Credit issued or prepay principal Acceptances created for the account of the Non-Ratable Loans and Protective Advancessuch Borrower; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable the BABC Loans and Protective Agent Advances) to such Borrower and to pay any unpaid reimbursement obligations in respect of Letters of Credit or Acceptances, as applicable; sixth, to pay or prepay principal of the Capital Expenditure Loans (other than BABC Loans) to such Borrower; seventh, to provide cash collateral for any outstanding Letters of Credit or Acceptances; and eighth, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates Secured Creditor by the such Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the applicable Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Reference Rate Revolving Loans. The Agent shall promptly distribute to each LenderLender promptly, and in any event no later than the then next succeeding Settlement Date, pursuant to the applicable wire transfer instructions received from each set forth in Section 13.11, or pursuant to such other instructions as such Lender may deliver to the Agent in writing, such funds as it may be entitled to receive. If any such amount is not so made available to any Lender, subject such Lender shall be entitled to a Settlement delay as provided recover such amount on demand from the Agent together with interest thereon at the Federal Funds Rate for in Section 2.2(j)the first three (3) days from and after the date payable and thereafter at the Interest Rate then applicable to the Revolving Loans. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

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

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to Agent and the Letter of Credit Issuers and except as provided in Section 11.1(b). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements and amounts due under ACH Transactions and cash management or controlled disbursement services then due to the Agent or any Lender providing ACH Transactions or cash management or controlled disbursement services from the Borrowerany Credit Party; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrowerany Credit Party; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit; sixth, to pay an amount to the Agent equal to all outstanding Letter of Credit Obligations to be held as cash collateral for such Obligations, solely, prior to the occurrence of an Event of Default or acceleration of the Obligations hereunder, to the extent such Letter of Credit Obligations exceed the Borrowing Base; seventh, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or Agent, any Lender or any Affiliate of their Affiliates the Bank by any Credit Party (including any Obligations arising under Bank Products not otherwise already paid); and eighth, to the BorrowerBorrowers or as otherwise directed by a court of competent jurisdiction. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the BorrowerBorrowers, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the ObligationsObligations in accordance with the second sentence of this Section 3.8.

Apportionment, Application and Reversal of Payments. 128 (a) Principal and interest payments (but excluding payments to any tranche established after the date of this Agreement pursuant to Section 2.5, 2.6 or 2.7 to the extent otherwise provided in the applicable amendment to this Agreement relating to such tranche) shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each such Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to the Agent, any Arranger or the applicable Letter of Credit Issuer. Principal and interest payments on any loans made pursuant to any tranche established after the date of this Agreement pursuant to Section 2.5, 2.6 or 2.7 shall be allocated pro rata (or as may otherwise be provided for in the applicable amendment to this Agreement relating to such tranche) among the Lenders with commitments under any facility in respect thereof or with participations in such tranche (in each case subject to any limitations on non-pro rata payments otherwise provided in any such section). (b) All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the AgentAgent in accordance with the terms of the Loan Documents, shall be applied, ratablyratably (within in each tier below, to the applicable Secured Party), subject to the provisions of this Agreement and any applicable Acceptable Intercreditor Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent or the Arrangers from the Borrowerapplicable Borrower or Borrowers; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrowerapplicable Borrower or Borrowers; third, to pay interest due in respect of all Revolving LoansLoans of the applicable Borrower or Borrowers, including Non-Ratable Swingline Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Non-Ratable Swingline Loans and Protective AdvancesAgent Advances of the applicable Borrower or Borrowers; fifth, ratably, to pay or prepay principal of the Revolving Loans (other than Non-Ratable excluding the applicable Swingline Loans and Protective applicable Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit of the Company and its Subsidiaries and, if an Event of Default has occurred and is continuing at such time, to (i) pay Designated Bank Products Obligations of the applicable Obligor or Obligors in respect of any Waterfall Priority Hedge Agreements, in an amount not to exceed the amount of the Waterfall Priority Hedge Agreement Reserve with respect to such Waterfall Priority Hedge Agreement and (ii) to pay an amount to the Agent equal to all outstanding Obligations (contingent or otherwise) with respect to outstanding Letters of Credit issued for the account of the Company or any of its Subsidiaries to be held as cash collateral for such Obligations; sixth, to the payment of any other Obligation applicable Obligations, including any amounts relating to Bank Products not otherwise paid above, due to the Agent, any Lender, any Affiliate of the Agent or any Lender or any of their Affiliates other Secured Party, by the Borrower. Obligors; and seventh, to pay any remaining amounts to the applicable Borrower or Borrowers for its or their own account; provided that (i) no proceeds from the Canadian Collateral shall be applied to the outstanding principal amount of U.S. Revolving Loans or to cash collateralize outstanding Letters of Credit (other than Letters of Credit issued for the account of any Canadian Obligor) and (ii) proceeds from the U.S. Collateral shall be applied to the outstanding principal amount of U.S. Revolving Loans, to cash collateralize outstanding Letters of Credit and to pay other U.S. Obligations (in the order set forth above) before being applied to the payment or cash collateralization of any Canadian Obligations. (c) Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the BorrowerBorrowers, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Term SOFR Loan or BA EquivalentTerm ▇▇▇▇▇ Loan, except (ai) on the expiration date of the Interest Period or BA EquivalentTerm ▇▇▇▇▇ Interest Period applicable to any such LIBOR Rate Term SOFR Loan or BA EquivalentTerm ▇▇▇▇▇ Loan, or (bii) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent Loans and, in such event, the Borrowers shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender pay Term SOFR Loan or BA EquivalentTerm ▇▇▇▇▇ Loan breakage losses in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in accordance with Section 2.2(j)5.4. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the applicable U.S. Obligations or Canadian Obligations. Notwithstanding anything to the contrary herein, this Section 4.6 may be amended in accordance with Section 12.1(c) (and the Lenders hereby irrevocably authorize the Agent to enter into any such amendments) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new classes or tranches of loans added pursuant to Section 2.5, 2.6 or 2.7, as applicable. (d) Unless Agent receives notice from Borrowers prior to the date on which a payment is due to Agent for the account of Lenders or Letter of Credit Issuer hereunder that Borrowers will not make such payment, Agent may assume that Borrowers have made such payment on such date in accordance herewith and may, in reliance on such assumption, distribute to Lenders or Letter of Credit Issuer, as applicable, the amount due. With respect to any payment that Agent makes for the account of Lenders or Letter of Credit Issuer hereunder as to which Agent determines (which determination shall be conclusive absent manifest error) that any of the following applies (such payment, a “Rescindable Amount”): (i) Borrowers have not in fact made such payment, (ii) Agent has made a payment in excess of the amount so paid by Borrowers (whether or not then owed), or (iii) Agent has for any reason otherwise erroneously made such payment, then each Lender or Letter of Credit Issuer, as applicable, severally agrees to repay to Agent promptly on demand (but in no event later than two Business Days) the Rescindable Amount so distributed to or otherwise made for the account of such Lender or Letter of Credit Issuer, in immediately available funds with interest thereon for each day from and including the date such amount is distributed to it to but excluding the date of payment to Agent, at the greater of the Federal Funds Rate and a rate determined by Agent in accordance with banking industry rules on interbank compensation. A notice by Agent to Letter of Credit Issuer, any Lender or any Borrower with respect to any amount owing under this clause (d) shall be conclusive, absent manifest error.

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

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

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

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

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

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

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

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

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

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Revolving Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to the Administrative Agent and the Letter of Credit Issuer and except as provided in Section 11.1(e). All payments shall be remitted to the Administrative Agent and all such payments not relating to principal or interest of specific Revolving Loans, or not constituting payment of specific fees, and all proceeds of any Obligated Party's Accounts or any other Collateral received by the Administrative Agent, shall be applied, ratably, subject to the other provisions of this Agreement, first, to pay any fees, indemnities indemnities, or expense reimbursements reimbursements, then due to the Administrative Agent from the Borrower; Borrowers, second, to pay any fees or expense reimbursements then due to any of the Lenders from the Borrower; Borrowers, third, to pay interest due in respect of all the Revolving Loans, including Non-Ratable Loans and Protective Agent Advances; , fourth, to pay or prepay principal of the Non-Ratable Loans and Protective the Agent Advances; , fifth, to pay or prepay principal of the Revolving Loans (other than the Non-Ratable Loans and Protective the Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit, sixth, during the existence of a Default or an Event of Default, to pay an amount to the Administrative Agent equal to 100% of the aggregate undrawn face amount of all outstanding Letters of Credit and the aggregate amount of any unpaid reimbursement obligations in respect of Letters of Credit, to be held as cash collateral for such Obligations, and seventh, to the payment of any other Obligation including any amounts relating to Bank Products due to the Administrative Agent or any Lender or any of their Affiliates by the BorrowerBorrowers. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the a Borrower, or unless an Event of Default has occurred and is continuingin existence, neither the Administrative Agent nor any Lender shall apply any payments payment which it receives to any LIBOR Rate Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Revolving Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving LoansLoans and, in any event, the Borrowers shall pay the LIBOR breakage losses in accordance with Section 4.4. The Agent shall promptly distribute Subject to each Lenderitems "first" through "seventh" preceding, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

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

Apportionment, Application and Reversal of Payments. Principal (i) Except as otherwise provided with respect to Defaulting Lenders, aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans Obligations to which such payments relate held by each individual Lender) and payments of the fees (other than fees designated for Agent's sole and separate account) shall, as applicable, be apportioned ratably among the LendersLenders (in accordance with their applicable Pro Rata Shares). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not Obligations (other than payments constituting payment of specific fees), and all proceeds of Accounts or other Collateral, UK Sub Collateral, and Canadian Sub Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, : first, to pay any fees, indemnities fees or expense reimbursements Lender Group Expenses then due to Agent under the Agent from the Borrower; Loan Documents until paid in full, second, to pay any fees or expense reimbursements Lender Group Expenses then due under the Loan Documents to the Lenders from the Borrower; Lenders, in respect of their Pro Rata Share thereof, third, to pay interest due in respect of all Revolving Swing Loans and Agent Advances until paid in full, fourth, ratably to pay cash interest due in respect of all Advances and the Term Loan A Amount (other than the Term Loan A PIK Amount, Swing Loans, including Non-Ratable Loans and Protective Agent Advances; fourth) until paid in full, fifth, so long as no Event of Default has occurred and is continuing or, if an Event of Default has occurred and is continuing and Agent agrees in its sole discretion, ratably to pay cash interest due in respect of the Term Loan B and the Term Loan C until paid in full (if an Event of Default has occurred and is continuing and Agent has not so agreed, the priority of such amounts is deferred to item "tenth" below), sixth, to pay or prepay principal of Swing Loans and Agent Advances until paid in full, seventh, to pay principal of the Non-Ratable Loans and Protective Advances; fifth, to pay or prepay principal of the Revolving Loans Advances (other than Non-Ratable Swing Loans and Protective Agent Advances) and sixthuntil paid in full, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreementeighth, unless so directed by the Borrower, or unless if an Event of Default has occurred and is continuing, neither to pay the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except installments due under the Term Loan A (a) on including the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (bTerm Loan A PIK Amount) in the eventinverse order of their maturity until paid in full, ninth, if an Event of Default has occurred and is continuing, to be held by Agent, for the ratable benefit of Agent and those Lenders having a Letter of Credit Sub-Commitment, as cash collateral in an amount equal to 105% of the maximum amount of the Lender Group's obligations with respect to outstanding Letters of Credit until paid in full, tenth, if an Event of Default has occurred and is continuing, to pay cash interest due in respect of Term Loan B (other than the Term Loan B PIK Amount) and Term Loan C (other than the Term Loan C PIK Amount), on a ratable basis, until paid in full, eleventh, if an Event of Default has occurred and is continuing, to pay in cash the Term Loan B PIK Amount and the Term Loan C PIK Amount, on a ratable basis, until paid in full, and only then to pay the extentprincipal of Term Loan B and Term Loan C, that there are no outstanding Base Rate Revolving Loanson a ratable basis, until paid in full, twelfth, if an Event of Default has occurred and is continuing, to pay any other Obligations due to Agent or any Lender, in respect of their Pro Rata Share thereof, and thirteenth, to Borrower and wired to its Designated Account. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j2.3(f). The Agent -------------- (ii) In each instance, so long as no Event of Default has occurred and the Lenders is continuing, Section 2.4(b)(i) shall have the continuing and exclusive right not be deemed to ----------------- apply and reverse and reapply any and all such proceeds and payments to any portion payment by Borrower specified by Borrower to Agent to be for the payment of Obligations relating to the Term Loan A Amount, the Term Loan B Amount, or the Term Loan C Amount then due and payable under any provision of this Agreement or the prepayment of all or part of the Obligationsprincipal of Term Loan A Amount, the Term Loan B Amount, or the Term Loan C Amount in accordance with the terms and conditions of to Section 2.2. ----------- (iii) For purposes of the foregoing, "paid in full" with respect to interest shall include interest accrued after the commencement of any Insolvency Proceeding irrespective of whether a claim for such interest is allowable in such Insolvency Proceeding. (iv) In the event of a direct conflict between the priority provisions of this Section 2.4(b) and other provisions contained in -------------- any other Loan Document, it is the intention of the parties hereto that both such priority provisions in such documents shall be read together and construed, to the 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(b) shall control and govern . --------------

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

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

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

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

Apportionment, Application and Reversal of Payments. Principal The Last Out Obligations shall be junior in payment priority to the First Out Obligations, but shall be pari passu in right of payment with respect to all other Last Out Obligations. Subject to the Collateral Agency and Intercreditor Agreement, principal and interest payments shall be apportioned apportioned, first, ratably among the Lenders (First Out Purchasers and, second, ratably among Last Out Purchasers, in each case according to the unpaid principal balance of the Loans Notes to which such payments relate held by each Lendersuch First Out Purchaser or Last Out Purchaser, as the case may be. (a) Prior to the occurrence of an Event of Default, all proceeds of Collateral shall be applied by Collateral Agent as provided in the Collateral Agency and Intercreditor Agreement. (b) Anything contained herein or in any other Note Document to the contrary notwithstanding, subject to the Collateral Agency and Intercreditor Agreement, all payments and collections received in respect of the fees shallObligations and all proceeds of the Collateral received, as applicablein each instance, be apportioned ratably among after the Lenders. All payments occurrence and during the continuance of an Event of Default and the resultant declaration that the Obligations are immediately due and payable shall be remitted to the Collateral Agent and distributed as follows: 1. First, to the payment of (A) all such payments not reasonable internal and external costs and expenses relating to principal the sale of the Collateral and the collection of all amounts owing hereunder, including reasonable attorneys’ fees and disbursements and the reasonable compensation of the Collateral Agent, as described in the fee letter dated as of the Second A&R Date (the “Collateral Agency Fee”), for services rendered in connection therewith or interest of specific Loansin connection with any proceeding to sell if a sale is not completed, in each case, whether arising hereunder or under any other Security Document, (B) all charges, expenses and advances incurred or made by the Collateral Agent in order to protect the Liens, the Collateral, or not constituting payment of specific feesthe security afforded by the Security Documents, and (C) all proceeds of Accounts or other Collateral received liabilities (including those specified in clauses (A) and (B) immediately above) incurred by the Collateral Agent, shall be appliedregardless of whether such liabilities arise out of the sale of Collateral or the collection of amounts owing hereunder, ratably, subject to which are covered by the indemnity provisions of this Agreement, first, to pay Agreement or any fees, indemnities or expense reimbursements then due to the Agent from the Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Advances) and sixthSecurity Document; 2. Second, to the payment of any other Obligation including any amounts relating Agency Fees, expenses and indemnities payable to Bank Products due Notes Agent hereunder; 3. Third, to the Agent or any Lender or any payment of their Affiliates principal on the Notes (including the Contingent Value Rights Payment) held by the BorrowerFirst Out Purchasers; 4. Notwithstanding anything Fourth, to the contrary contained payment of all other unpaid Obligations owing to the First Out Purchasers (including the outstanding costs and expenses owing to the First Out Purchasers), to be allocated pro rata in this Agreementaccordance with the aggregate unpaid amounts owing to each such First Out Purchaser thereof; 5. Sixth, unless so directed to the payment of any outstanding interest or Payment Premium due in connection with the Last Out Notes under the Note Documents with respect to the Last Out Obligations, to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each Last Out Purchaser thereof; 6. Seventh, to the payment of principal on the Notes held by the BorrowerLast Out Purchasers; 7. Eighth, or unless an Event to the payment of Default has occurred all other unpaid Obligations owing to the Last Out Purchasers (including the outstanding costs and is continuingexpenses owing to the Last Out Purchasers), neither to be allocated pro rata in accordance with the Agent nor any Lender shall apply any payments which it receives aggregate unpaid amounts owing to any LIBOR Revolving Loaneach such Last Out Purchaser thereof; 8. Ninth, except (a) to the payment of all obligations on the expiration date of Vendor Trust Debt and under the Interest Period applicable Vendor Trust Documents in accordance with their terms; and 9. Finally, to any Issuers or their successors or assigns or to such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds other Persons as it may be entitled to receivesuch amounts under applicable Law or as a court of competent jurisdiction may direct, subject to a Settlement delay of any surplus then remaining. Except as otherwise specifically provided for in Section 2.2(j). The herein, (x) Issuers hereby irrevocably waive the right to direct the application of payments at any time received by Collateral Agent, Notes Agent or any Purchaser from or on behalf of Issuers or any Obligor, and the Lenders (y) Issuers hereby irrevocably agree that such agent shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds payments and payments to collections received at any portion of time against the ObligationsObligations in the manner described above.

Apportionment, Application and Reversal of Payments. Interest payments received by Agent on any date shall be apportioned between the Term Loan and the Revolving Credit Loan on a pro rata basis based on the total amount of interest then due on the Obligations as of such date. Principal and interest payments in respect of the Revolving Credit Loans or the Term Loan shall be apportioned ratably among the Revolving Lenders or the Term Lenders, as the case may be (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments ). Unless an Event of the fees shallDefault is in existence, as applicable, be apportioned ratably among the Lenders. All all payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or Accounts, or, except as provided in Section 3.3, other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities indemnities, or expense reimbursements (other than amounts related to Product Obligations) then due to the Agent from the BorrowerAgent; second, to pay any fees fees, indemnities, or expense reimbursements reimbursement (other than amounts related to Product Obligations) then due to the Lenders from the Borrowerany Lender; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Swingline Loans and Protective AdvancesCollateral Protection Loans; fourth, to pay or prepay principal of the Non-Ratable Swingline Loans and Protective AdvancesCollateral Protection Loans; fifth, to pay or prepay principal of the Revolving Credit Loans (other than Non-Ratable Swingline Loans and Protective Advances) Collateral Protection Loans), unpaid reimbursement in respect of LC Obligations and any amounts due with respect to Product Obligations; sixth, to pay an amount to Agent equal to all outstanding LC Obligations in the amount of 110% thereof to be held as cash Collateral for such Obligations; seventh, to payment of principal of the Term Loan then due; eighth, to the payment of any other Obligation including any amounts relating to Bank Products then due to the Agent or any Lender or any Lender. After the occurrence and during the continuance of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing(but subject to the third sentence of subsection 3.3.2), neither Agent, at the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date direction of the Interest Period applicable to any such LIBOR Rate LoanMajority Revolving Lenders, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds payments and payments collections received at any time or times hereafter by Agent or its agent and paid to Agent or any portion Revolving Lender in repayment of Obligations, to the Obligationsother Obligations owing to Agent or any Revolving Lender in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Revolving Lender upon any of its books and records.

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

Apportionment, Application and Reversal of Payments. Principal Except as otherwise provided herein, principal and interest payments shall be apportioned ratably among the Lenders Banks (according to the unpaid principal balance of the Loans to which such payments relate held by each LenderBank) and payments of the fees shall, as applicable, shall be apportioned ratably among the LendersBanks, 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 other Collateral received by the Administrative Agent, shall be applied, ratably, applied subject to the provisions of this Agreement: first, firstto pay any fees, indemnities or expense reimbursements of the Administrative Agent; second, to pay any fees, indemnities or expense reimbursements then due to the Agent Banks from the Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from the BorrowerCompany; third, to pay interest then due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Administrative Agent Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective Administrative Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Administrative Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit; sixth, to pay an amount to Administrative Agent equal to all outstanding Letter of Credit Obligations to be held as cash collateral for such Obligations; and seventh, to the payment of any other Obligation due to the Administrative Agent or any Bank by the Company, including any amounts amount relating to Bank Products then due to the Agent or Banks from the Company. At any Lender or any of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless time an Event of Default has occurred and is continuingor Unmatured Event of Default exists, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Administrative Agent and the Lenders Banks shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

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

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

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

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

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

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

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

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to the Agent and the Letter of Credit Issuer. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent from the any Borrower; second, to pay any fees fees, indemnities or expense reimbursements then due to the Lenders from the any Borrower; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit; sixth, to pay an amount to the Agent equal to one hundred and five percent (105%) of the greatest amount for which all outstanding Letters of Credit and Credit Supports may be drawn plus any fees and expenses associated with such Letters of Credit and Credit Supports, to be held as cash collateral for such Obligations, less the aggregate amount of cash and Cash Equivalents held on such date in the Availability Cash Collateral Account and designated by the Borrowers as being allocated to Cash Collateralized Letters of Credit; and seventh, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or Agent, the Bank, any Selected Revolving Lender or any Affiliate of their Affiliates the Bank by LS&Co, any of its Material Domestic Subsidiaries or LSIFCS; provided that notwithstanding anything to the contrary in this Agreement or any other Loan Document, obligations of LS&Co, any of its Material Domestic Subsidiaries or LSIFCS to any Selected Revolving Lender (other than the Bank) under or in connection with any Ordinary Course Hedge Agreements shall not constitute Obligations and shall not be secured by any of the Agent’s Liens except to the extent that such Selected Revolving Lender and LS&Co have delivered a written notice of the Hedge Termination Value of the obligations of LS&Co, any of its Material Domestic Subsidiaries or LSIFCS to such Selected Revolving Lender under such Ordinary Course Hedge Agreements to be included in Obligations and to be secured by the BorrowerAgent’s Liens (or of any increase in such Hedge Termination Value) to the Agent and the Agent has acknowledged and accepted such notice in writing. Each Selected Revolving Lender hereby agrees that it shall within five (5) Business Days after the end of each calendar month (and at any other time requested by the Agent) report to the Agent and the Borrower the aggregate Hedge Termination Value, as of the end of such calendar month, under all Ordinary Course Hedge Agreements between LS&Co, any of its Material Domestic Subsidiaries or LSIFCS and such Selected Revolving Lender. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the BorrowerLS&Co, 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 Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Revolving Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent Loans and, in any event, the Borrowers shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender pay LIBOR breakage losses in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in accordance with Section 2.2(j)4.4. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

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

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

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to Agent and the Letter of Credit Issuer. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent from the Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; third, to pay interest due in respect of all Revolving Loans, including Non-Ratable Loans and Protective Agent Advances; fourth, to pay or prepay principal of the Non-Ratable Loans and Protective Agent Advances; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit; sixth, to pay or prepay principal of the Term Loans; and seventh, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Rate Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent Loans and, in any event, the Borrower shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender pay LIBOR Rate breakage losses in writing, such funds as it may be entitled to receive, accordance with Section 10.4 (subject to a Settlement delay as provided for Borrower's ability to escrow such amounts in accordance with Section 2.2(j1.17 hereof). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

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

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

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

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

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

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to the Agent and the Letter of Credit Issuer and except as provided in Section 11.1(b). --------------- All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of any Borrower's Accounts or any other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities indemnities, or expense reimbursements ----- reimbursements, including any amounts relating to Bank Products then due to the Agent from the Borrower; Borrowers, second, to pay any fees or expense reimbursements then ------ due to the Lenders from the Borrower; Borrowers, third, to pay interest due in respect of all ----- the Revolving Loans, including the Non-Ratable Loans and Protective Agent Advances; , fourth, ------ to pay interest due in respect of the Term B Loans, fifth, to pay interest due ----- in respect to the Term A Loans, sixth, to pay or prepay principal of the ----- Non-Ratable Loans and Protective the Agent Advances; fifth, seventh, to pay or prepay principal of ------- the Revolving Loans (other than Non-Ratable Loans and Protective Agent Advances) and sixthunpaid reimbursement obligations in respect of Letters of Credit and Credit Support, eighth, to pay or prepay principal of the Term B Loans, ------ ninth, to pay or prepay principal of the Term A Loans, tenth, to pay an amount ----- ----- to the Agent equal to one hundred percent (100%) of the aggregate undrawn face amount of all outstanding Letters of Credit and Credit Support and the aggregate amount of any unpaid reimbursement obligations in respect of Letters of Credit and Credit Support, and eleventh, to the payment of any other Obligation including any amounts relating to Bank Products due to -------- the Agent or any Lender or any of their Affiliates by the BorrowerBorrowers. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the a Borrower, or unless an Event of Default has occurred and is continuingin existence, neither the Agent nor any Lender shall apply any payments payment which it receives to any LIBOR Revolving Rate Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, Loan or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent Loans and, in any event, the Borrowers shall promptly distribute to each Lender, pursuant to pay the applicable wire transfer instructions received from each Lender LIBOR breakage losses in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in accordance with Section 2.2(j)4.4. The Agent and the Lenders shall have the ----------- continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

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

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

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

Apportionment, Application and Reversal of Payments. Principal (i) So long as no Application Event has occurred and is continuing, all principal and interest payments received by Agent 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 all payments of the fees shall, as applicable, and expenses received by Agent (other than fees or expenses that are for Agent’s separate account) shall be apportioned ratably among the Lenders. All payments to be made hereunder by 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 feespayments, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratablyso long as no Application Event has occurred and is continuing, subject to pay accrued interest and principal with respect to the provisions Term Loan, and, thereafter, to Borrower or such other Person entitled thereto under applicable Law. Notwithstanding the foregoing, so long as no Application Event has occurred and is continuing, any payment made by Borrower to Agent and specified by Borrower to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this AgreementAgreement or any other Loan Document, shall be applied to such Obligations. (ii) At any time that an Application Event has occurred and is continuing, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows: first, to pay any fees, indemnities or expense reimbursements then due to the Agent from the BorrowerLoan Parties; second, to pay any fees fees, indemnities or expense reimbursements then due to the Lenders from the BorrowerLoan Parties; third, to pay accrued interest due in respect of all Revolving Loanson the Term Loan, including Non-Ratable Loans and Protective Advances; fourth, to pay or prepay principal of then due with respect to the Non-Ratable Loans and Protective AdvancesTerm Loan; fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Advances) and be held by Agent as cash collateral for any contingent Obligations in an amount deemed appropriate by Agent in its reasonable discretion; sixth, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans. The Agent shall promptly distribute to each Lender, pursuant including, without limitation, any Prepayment Fee then due and payable; and seventh, to the Borrower or such other Person entitled thereto under 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 Law. (iii) Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

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

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