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

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender). All payments shall be remitted to Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, other Collateral received by Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product Obligations) then due to Agent or Lenders from any Borrower; second, to pay interest due from any Borrower in respect of all Loans, including Swingline Loans and Agent Loans; third, to pay or prepay principal of Swingline Loans and Agent Loans; fourth, to pay or prepay principal of the Revolving Credit Loans (other than Swingline Loans and Agent Loans) and unpaid reimbursement obligations in respect of Letters of Credit; fifth, to pay an amount to Agent equal to all outstanding Letters of Credit, LC Guaranties and Letter of Credit Obligations to be held as cash Collateral for such Obligations; sixth, to the payment of any other Obligation (other than amounts related to Product Obligations) due to Agent or any Lender by any Borrower; and seventh, to pay any principal, fees, indemnities or expense reimbursements related to Product Obligations. After the occurrence and during the continuance of an Event of Default, Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable (provided that principal, fees, indemnities and expense reimbursements in connection with Product Obligations shall be paid following the payment of all other Obligations), notwithstanding any entry by Agent or any Lender upon any of its books and records.

Apportionment, Application and Reversal of Payments. (a) Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender), payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to Agent and the Letter of Credit Issuer and except as provided in Section 11.1(b) and payments with respect to Secured Bank Product Obligations shall be apportioned ratably among the Secured Bank Product Providers. All payments shall be remitted to the Agent in accordance with Section 3.6(a) above at the times and all in the amounts set forth herein; provided that if no such payment date is specified, payments not relating shall be made upon demand. (b) Notwithstanding anything herein to principal the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by the Borrowers, realization on Collateral, setoff or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, other Collateral received by Agentotherwise, shall be applied, ratably, subject to the provisions of this Agreement, allocated as follows: first, to pay any fees, indemnities, indemnities or expense reimbursements (other than amounts related to Product Obligations) then due to the Agent or Lenders from any Borrowerthe Borrowers; second, to pay any fees, indemnities or expense reimbursements then due to the Lenders from the Borrowers (other than amounts relating to Secured Bank Product Obligations); third, to pay interest due from any Borrower in respect of all Loans, including Swingline Ex-Im Bank Revolving Loans, Non Ratable Loans and Agent Loans; third, Advances (other than amounts relating to pay or prepay principal of Swingline Loans and Agent LoansSecured Bank Product Obligations); fourth, to pay or prepay principal of the Non Ratable Loans and Agent Advances and Ex-Im Bank Revolving Credit Loans; fifth, to pay or prepay principal of the Revolving Loans (other than Swingline Ex-Im Bank Revolving Loans, Non Ratable Loans and Agent Loans) Advances), Noticed ▇▇▇▇▇▇ up to the amount of the Bank Product Reserve established with respect thereto, and unpaid reimbursement obligations in respect of Letters of Credit; fifthsixth, to pay an amount to Agent equal to all outstanding Letters of Credit, LC Guaranties and Letter of Credit Obligations to be held as cash Collateral collateral for such Obligations; sixthand seventh, to the payment of any other Obligation (other than including any amounts related relating to Secured Bank Product Obligations not otherwise paid above. Amounts distributed with respect to any Secured Bank Product Obligations shall be the lesser of the maximum Secured Bank Product Obligations last reported to the Agent or the actual Secured Bank Product Obligations as calculated by the methodology reported to the Agent for determining the amount due. The Agent shall have no obligation to calculate the amount to be distributed with respect to any Secured Bank Product Obligations, and may request a reasonably detailed calculation of such amount from the applicable Secured Bank Product Provider. If a Secured Bank Product Provider fails to deliver such calculation within five (5) due Business Days following request by the Agent, the Agent may assume the amount to Agent be distributed is zero. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by a Borrower, or any Lender by any Borrower; and seventh, to pay any principal, fees, indemnities or expense reimbursements related to Product Obligations. After the occurrence and during the continuance of unless an Event of DefaultDefault has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Rate Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Loans and, in any event, the Borrowers shall pay LIBOR breakage losses in accordance with Section 4.4. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments and collections received at to any time or times hereafter by Agent or its agent against portion of the Obligations, in such manner as Agent may deem advisable (provided that principal, fees, indemnities and expense reimbursements in connection with Product Obligations shall be paid following the payment of all other Obligations), notwithstanding any entry by Agent or any Lender upon any of its books and records.

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

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to the Agent and any Letter of Credit Issuer and except as provided in Section 11.1(b). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any Obligations consisting of fees, indemnities, indemnities or expense reimbursements (other than amounts related to Product Obligations) then due to the Agent or Lenders any Co-Collateral Agent from the Borrowers or any Borrowerother Credit Party pursuant to the terms of any Loan Document; second, to pay any Obligations consisting of fees, indemnities or expense reimbursements then due to the Lenders and the Letter of Credit Issuers from the Borrowers or any other Credit Party pursuant to the terms of any Loan Document; third, to pay any Obligations consisting of interest due from any Borrower in respect of all Loans, including Swingline Non-Ratable Loans and Agent Loans; third, to pay or prepay principal of Swingline Loans and Agent LoansAdvances; fourth, to pay or prepay any Obligations consisting of principal of the Non-Ratable Loans and Agent Advances; fifth, to pay or prepay any Obligations consisting of principal of the Revolving Credit Loans (other than Swingline Non-Ratable Loans and Agent LoansAdvances) and unpaid reimbursement obligations in respect of Letters of CreditCredit and Credit Support; fifthsixth, to pay an amount to Agent the Agent, for the ratable benefit of the Letter of Credit Issuers, equal to all outstanding Letters of Credit, LC Guaranties and undrawn Letter of Credit Obligations and Credit Support to be held as cash Collateral collateral for such Obligations; sixthseventh, to the payment of any other Obligation (other than amounts related to Product Obligations) due to the Agent, any Co-Collateral Agent or any Lender by the Borrowers or any Borrowerother Credit Party; and seventheighth, to pay any principal, fees, indemnities or expense reimbursements related to Product Obligations. After the occurrence and during the continuance of an Event of Default, Agent shall have to pay any amounts relating to Bank Products then due to the continuing exclusive right to apply Lenders and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable (provided that principal, fees, indemnities and expense reimbursements their Bank Product Affiliates in connection with Product Obligations shall be paid following ACH Transactions and cash management (including controlled disbursement) services; ninth, during the payment continuance of all an Event of Default, to pay any amounts relating to other Obligations), notwithstanding any entry by Agent Bank Products then due to ▇▇▇▇▇ Fargo Bank or any Lender upon providing Bank Products, or any of its books their Affiliates providing Bank Products; and recordstenth to the Borrowers or such other Person as may be lawfully entitled thereto. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrowers (or Administrative Borrower on behalf of Borrowers), or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Rate Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Loans and, in any event, the Borrowers shall pay LIBOR breakage losses, if any, in accordance with Section 4.4.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to Administrative Agent and the Letter of Credit Issuer and except as provided in Section 11.1(b). All payments shall be remitted to Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific feesthe Administrative Agent, and all proceeds Borrowers may, at the time of Accountspayment, or, except as provided in subsection 3.3.1, other Collateral received by Agent, shall specify to the Administrative Agent the Obligations to which such payment is to be applied, ratablybut the Administrative Agent shall in all events retain the right to apply such payment in the such manner as the Administrative Agent, subject to the provisions hereof, may determine to be appropriate. Notwithstanding anything herein to the contrary, during an Event of this AgreementDefault, monies to be applied to the Obligations, whether arising from payments by Credit Parties, realization on Collateral, setoff or otherwise, shall be allocated as follows: first, to pay any fees, indemnities, fees or expense reimbursements (other than amounts related to Product Obligations) then due to Agent or Lenders from any Borrowerthe Administrative Agent; second, to pay interest due from any Borrower in respect of all Loans, including Swingline amounts owing to the Administrative Agent on Non-Ratable Loans and Agent LoansAdvances; third, to pay or prepay principal all amounts owing to the Letter of Swingline Loans Credit Issuer in respect of any drawings under Letters of Credit and Agent Loansall fees and other amounts owing with respect to Letters of Credit; fourth, to pay or prepay principal of the Revolving Credit Loans all Obligations constituting fees not otherwise provided for above (other than Swingline Loans and Agent Loans) and unpaid reimbursement obligations in respect of Letters of Creditexcluding amounts relating to Bank Product Obligations); fifth, to pay an amount all Obligations constituting interest not provided for above (excluding amounts relating to Agent equal Bank Product Obligations); sixth, to cash collateralize all outstanding Letters of Credit, LC Guaranties and Letter of Credit Obligations to be held as cash Collateral for such Obligations; sixth, to the payment of any other Obligation (other than amounts related to Product Obligations) due to Agent or any Lender by any Borrower; and seventh, to pay any principalall other Obligations constituting principal not provided for above (including Noticed ▇▇▇▇▇▇ with respect to which the Administrative Agent has created a Reserve (including to cash collateralize Noticed ▇▇▇▇▇▇ with respect to which the Administrative Agent has created a Reserve), fees, indemnities or expense reimbursements related but excluding amounts relating to all other Bank Product Obligations); and eighth, to pay all other Obligations (including all other Bank Product Obligations). After Notwithstanding anything to the occurrence and during contrary contained in this Agreement, unless so directed by the continuance of Borrowers, or unless an Event of DefaultDefault has occurred and is continuing, neither the Administrative Agent nor any Lender shall apply any payments which it receives to any LIBOR Rate Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Loans and, in any event, the Borrowers shall pay LIBOR breakage losses in accordance with Section 4.4. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments and collections received at to any time or times hereafter by Agent or its agent against portion of the Obligations, in such manner as Agent may deem advisable (provided that principal, fees, indemnities and expense reimbursements in connection with Product Obligations shall be paid following the payment of all other Obligations), notwithstanding any entry by Agent or any Lender upon any of its books and records.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans 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. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, other Collateral received by Agentthe Agent in accordance with the terms of the Loan Documents, shall be applied, ratably, subject to the provisions of this Agreement and any applicable Intercreditor Agreement, first, to pay any fees, indemnities, indemnities or expense reimbursements (other than amounts related to Product Obligations) then due to the Agent or Lenders the Arrangers from any Borrowerthe applicable Borrower or Borrowers; second, to pay any fees or expense reimbursements then due to the Lenders from the applicable Borrower or Borrowers; third, to pay interest due from any Borrower in respect of all LoansLoans of the applicable Borrower or Borrowers, including Swingline Loans and Agent Loans; third, to pay or prepay principal of Swingline Loans and Agent LoansAdvances; fourth, to pay or prepay principal of the Revolving Credit Loans (other than Swingline Loans and Agent LoansAdvances of the applicable Borrower or Borrowers; fifth, to pay or prepay principal of the Loans (excluding the applicable Swingline Loans and applicable Agent Advances) and unpaid reimbursement obligations in respect of Letters of CreditCredit of the applicable Borrower or Borrowers 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; fifthsixth, to pay an amount to the Agent equal to all outstanding U.S. or Canadian Obligations (contingent or otherwise) with respect to outstanding Letters of CreditCredit issued for the account of the applicable Borrower or Borrowers, LC Guaranties and Letter of Credit Obligations to be held as cash Collateral collateral for such applicable U.S. or Canadian Obligations; sixthseventh, to the payment of any other Obligation (other than applicable U.S. or Canadian Obligations, including any amounts related relating to Product Obligations) Bank Products not otherwise paid above, due to the Agent, any Lender, any Affiliate of the Agent or any Lender or any other Secured Party, by any Borrowerthe Obligors; and seventheighth, to pay any principalremaining 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 Specified Loans or to cash collateralize outstanding U.S. Letters of Credit and (ii) proceeds from the U.S. Collateral shall be applied to the outstanding principal amount of U.S. Revolving Loans and Specified Loans, fees, indemnities to cash collateralize outstanding U.S. Letters of Credit and to pay other U.S. Obligations (in the order set forth above) before being applied to the payment or expense reimbursements related to Product cash collateralization of any Canadian Obligations. After Notwithstanding anything to the occurrence and during contrary contained in this Agreement, unless so directed by the continuance of Borrowers, or unless an Event of DefaultDefault has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Loan or BA Equivalent Loan, except (a) on the expiration date of the Interest Period or BA Equivalent Interest Period applicable to any such LIBOR Loan or BA Equivalent Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Loans and, in such event, the Borrowers shall pay LIBOR or BA Equivalent Loan breakage losses in accordance with Section 5.4. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments and collections received at to any time portion of the applicable U.S. or times hereafter by Agent or its agent against the Canadian Obligations, in such manner as Agent may deem advisable (provided that principal, fees, indemnities and expense reimbursements in connection with Product Obligations shall be paid following the payment of all other Obligations), notwithstanding any entry by Agent or any Lender upon any of its books and records.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender). All payments shall be remitted to Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, other Collateral received by Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product Obligations) then due to Agent or Lenders from any Borrower; second, to pay interest due from any Borrower in respect of all Loans, including Swingline Loans and Agent Loans; third, to pay or prepay principal of Swingline Loans and Agent Loans; fourth, to pay or prepay principal of the Revolving Credit Loans (other than Swingline Loans and Agent Loans) and unpaid reimbursement obligations in respect of Letters of Credit; fifth, to pay an amount to Agent equal to all outstanding Letters of Credit, LC Guaranties and Letter of Credit Obligations to be held as cash Collateral for such Obligations; sixth, to pay or prepay principal of Table of Contents the Term Loan; seventh, to the payment of any other Obligation (other than amounts related to Product Obligations) due to Agent or any Lender by any Borrower; and seventheighth, to pay any principal, fees, indemnities or expense reimbursements related to Product Obligations. After the occurrence and during the continuance of an Event of Default, Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable (provided that principal, fees, indemnities and expense reimbursements in connection with Product Obligations shall be paid following the payment of all other Obligations)advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records. All Loans to Constitute One Obligation. The Loans and LC Guarantees shall constitute one general Obligation of Borrower, and shall be secured by Agent’s Lien upon all of the Collateral.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts, or, except as provided in subsection 3.3.1set forth below with respect to Term Loan Collateral, other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, firstFIRST, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product ObligationsBank Products) then due to the Agent or the Lenders from any the applicable Borrower; secondSECOND, to pay interest due from any such Borrower in respect of all Loans, including Swingline Non-Ratable Loans and Agent LoansAdvances; thirdTHIRD, to pay or prepay principal of Swingline the Non-Ratable Loans and Agent LoansAdvances owed by such Borrower; fourthFOURTH, to pay or prepay principal of the Revolving Credit Loans (other than Swingline Non-Ratable Loans and Agent LoansAdvances) and unpaid reimbursement obligations in respect of Letters of Credit; fifthFIFTH, to pay an amount to the Agent equal to all outstanding Letters of Credit, LC Guaranties and Letter of Credit Obligations of such Borrower to be held as cash Collateral collateral for such Obligations; sixthSIXTH, to pay or prepay principal of the Term Loans owed by such Borrower; SEVENTH, to the payment of any other Obligation (other than amounts related to Product ObligationsBank Products) due to the Agent or any Lender by any Borrower; such Borrower and seventhEIGHTH, to pay any principal, fees, indemnities or expense reimbursements related to Product ObligationsBank Products due to the Agent from the applicable Borrower. After Notwithstanding the occurrence foregoing, until the Term Loans have been paid in full, proceeds of the Term Loan Collateral shall be applied FIRST to pay any fees, indemnities or expense reimbursements relating to the Term Loans or the Term Loan Collateral then due to the Agent or the Lenders from FMC; SECOND, to pay interest due from FMC in respect to the Term Loans; THIRD, to pay or prepay principal of the Term Loans; and during FOURTH, to all other Obligations in accordance with the continuance of preceding sentence. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the applicable Borrower, or unless an Event of DefaultDefault has occurred and is continuing, neither the Agent nor any Lender shall have apply any payments which it receives to any LIBOR Rate Loan, except (a) on the continuing exclusive right expiration date of the Interest Period applicable to apply any such LIBOR Rate Loan, or (b) in the event, and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against only to the Obligationsextent, that there are no outstanding Base Rate Loans and, in such manner as Agent may deem advisable (provided that principalany event, fees, indemnities and expense reimbursements the applicable Borrower shall pay LIBOR breakage losses in connection accordance with Product Obligations shall be paid following the payment of all other Obligations), notwithstanding any entry by Agent or any Lender upon any of its books and recordsSECTION 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, except as provided in subsection 3.3.1, Accounts or other Collateral of such US Borrower received by Agentthe Administrative Agent (other than voluntary or mandatory payments pursuant to Section 7.6), shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, indemnities or expense reimbursements (other than amounts related to Product Obligations) then due to the Administrative Agent or Lenders from any Borrowerthe US Borrowers; second, to pay interest any fees or expense reimbursements then due to the US Lenders from any Borrower in respect of all Loans, including Swingline Loans and Agent Loansthe US Borrowers; third, to pay or prepay principal interest due in respect of Swingline all US Revolving Loans, including Non-Ratable Loans and Agent LoansAdvances, 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 Credit Loans (other than Swingline Loans and Agent Loans) Advances made to the US Borrowers and unpaid reimbursement obligations in respect of Letters of Credit; fifth, following the occurrence and during the continuance of a Default or an Event of Default, to pay an amount to the Administrative Agent equal to 105% of all outstanding Letters of Credit, LC Guaranties and Letter of Credit Obligations obligations of the US Borrowers to be held as cash Collateral collateral for such Obligationsobligations; sixth, sixth to the payment of any other Obligation (other than amounts related to Product Obligations) due to Agent any US Agent, Bank or any Lender by any Borrowerthe US Lenders, including, without limitation, Obligations in respect of US Bank Products; and seventhseventh following the occurrence and continuation of a Default or Event of Default, to pay any principalof the foregoing amounts due to the Administrative Agent or any UK Agent on behalf of and for the benefit of the UK Lenders pursuant to the UK Obligations of the US Borrower, feesthe Parent Guarantor or the US Subsidiaries under or pursuant to the UK Guaranty, indemnities the US Parent Guaranty or expense reimbursements related 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 Product Obligationsapply to any payment by any US Borrower specified by such US Borrower to be for the payment of specific obligations then due and payable (or prepayable) under and in accordance with any provision of any Loan Document, Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the US Borrowers or unless an Event of Default has occurred and is continuing or following termination of this Agreement, neither the Administrative Agent nor any US Lender shall apply any payments which it receives to any US LIBOR Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such US LIBOR Revolving Loan, or (b) in the event, and only to the extent, that there are no outstanding US Base Rate Revolving Loans made to the US Borrowers and, in any event, in each case the US Borrowers shall pay LIBOR breakage losses in accordance with Section 4.4. After Upon the occurrence and during the continuance continuation of an Event of DefaultDefault and, prior thereto in order to correct any error or otherwise with the consent of the Lenders required pursuant to Section 11.1(b) hereof, the Administrative Agent and the US Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments and collections received at to any time or times hereafter by Agent or its agent against portion of the Obligations, in such manner as Agent may deem advisable (provided that principal, fees, indemnities and expense reimbursements in connection with Product Obligations shall be paid following of the payment of all other Obligations), notwithstanding any entry by Agent or any Lender upon any of its books and recordsUS Borrowers.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender). All payments shall be remitted to Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, other Collateral received by Agent, including without limitation all amounts deposited in a Dominion Account, shall be applied, ratably, subject to the provisions of this AgreementAgreement and whether or not an Event of Default exists, first, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product Obligations) then due to Agent or Lenders from any Borrower; second, to pay interest due from any Borrower Borrowers in respect of all Loans, including Swingline Loans and Agent Loans; third, to pay or prepay principal of Swingline Loans and Agent Loans; fourth, to pay or prepay principal of the Revolving Credit Loans (other than Swingline Loans and Agent Loans) and unpaid reimbursement obligations in respect of Letters of Credit; fifth, to pay an amount to Agent equal to all outstanding Letters of Credit, LC Guaranties and Letter of Credit Obligations to be held as cash Collateral for such ObligationsObligations (in an amount of 105% of the aggregate amount thereof); sixth, to payor prepay principal of the Term Loan seventh, to the payment of any other Obligation (other than amounts related to Product Obligations) due to the Agent or any Lender by any Borrower; and seventheighth, to pay any principal, fees, indemnities or expense reimbursements related to amounts owing in respect of Product Obligations. After As between Agent and Borrowers, after the occurrence and during the continuance of an Event of Default, Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable (provided that principal, fees, indemnities and expense reimbursements in connection with Product Obligations shall be paid following the payment of all other Obligations)advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender). All payments shall be remitted to Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, other Collateral received by Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product Obligations) then due to Agent or Lenders from any BorrowerBorrowers; second, to pay interest due from any Borrower Borrowers in respect of all Loans, including Swingline Loans and Agent CHICAGO/#1571873.4 Loans; third, to pay or prepay principal of Swingline Loans and Agent Loans; fourth, to pay or prepay principal of the Revolving Credit Loans (other than Swingline Loans and Agent Loans) and unpaid reimbursement obligations in respect of Letters of Credit; fifth, to pay an amount to Agent equal to all outstanding Letters of Credit, LC Guaranties and Letter of Credit Obligations to be held as cash Collateral for such Obligations; sixth, to the payment of any other Obligation (other than amounts related to Product Obligations) due to Agent or any Lender by any BorrowerBorrowers; and seventh, to pay any principal, fees, indemnities or expense reimbursements related to Product Obligations. After the occurrence and during the continuance of an Event of Default, Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable (provided that principal, fees, indemnities and expense reimbursements in connection with Product Obligations shall be paid following the payment of all other Obligations)advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records.

Apportionment, Application and Reversal of Payments. Principal --------------------------------------------------- and interest payments shall be apportioned ratably among Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender). All payments shall be remitted to Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, other Collateral received by Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, ----- indemnities, or expense reimbursements (other than amounts related to Product Obligations) then due to Agent or Lenders from any BorrowerBorrowers; second, to pay ------ interest due from any Borrower Borrowers in respect of all Loans, including Swingline Loans and including, Agent Loans; third, to pay or prepay principal of Swingline Loans and Agent Loans; fourth, to pay or prepay ----- ------ principal of the Revolving Credit Loans (other than Swingline Loans and Agent Loans) and unpaid reimbursement obligations in respect of Letters of Credit; fifth, to pay an ----- amount to Agent equal to all outstanding Letters of Credit, LC Guaranties and Letter of Credit Obligations to be held as cash Collateral for such Obligations; sixth, to the payment of any other ----- Obligation (other than amounts related to Product Obligations) due to Agent or any Lender by any Borrower; and seventh, to pay any principal, fees, indemnities or expense ------- reimbursements related to Product Obligations. After the occurrence and during the continuance of an Event of Default, Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable (provided that principal, fees, indemnities and expense reimbursements in connection with Product Obligations shall be paid following the payment of all other Obligations), notwithstanding any entry by Agent or any Lender upon any of its books and records.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to Administrative Agent and the Letter of Credit Issuer and except as provided in Section 11.1(b). All payments shall be remitted to the Administrative Agent and all Borrowers may, at the time of payment. specify to the Administrative Agent the Obligations to which such payments not relating payment is to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, other Collateral received by Agent, shall be applied, ratablybut the Administrative Agent shall in all events retain the right to apply such payment in the such manner as the Administrative Agent, subject to the provisions hereof, may determine to be appropriate. Notwithstanding anything herein to the contrary, during an Event of this AgreementDefault, monies to be applied to the Obligations, whether arising from payments by Credit Parties, realization on Collateral, setoff or otherwise, shall be allocated as follows: first, to pay any fees, indemnities, fees or expense reimbursements (other than amounts related to Product Obligations) then due to Agent or Lenders from any Borrowerthe Administrative Agent; second, to pay interest due from any Borrower in respect of all Loans, including Swingline amounts owing to the Administrative Agent on Non-Ratable Loans and Agent LoansAdvances; third, to pay or prepay principal all amounts owing to the Letter of Swingline Loans Credit Issuer in respect of any drawings under Letters of Credit and Agent Loansall fees and other amounts owing with respect to Letters of Credit; fourth, to pay or prepay principal of the Revolving Credit Loans all Obligations constituting fees not otherwise provided for above (other than Swingline Loans and Agent Loans) and unpaid reimbursement obligations in respect of Letters of Creditexcluding amounts relating to Bank Products); fifth, to pay an amount all Obligations constituting interest not provided for above (excluding amounts relating to Agent equal Bank Products); sixth, to cash collateralize all outstanding Letters of Credit, LC Guaranties and Letter of Credit Obligations to be held as cash Collateral for such Obligations; sixth, to the payment of any other Obligation (other than amounts related to Product Obligations) due to Agent or any Lender by any Borrower; and seventh, to pay all other Obligations constituting principal not provided for above (excluding amounts relating to Bank Products); and eighth, to pay all Obligations in respect of Bank Products then due to the Administrative Agent or any principalAffiliate of the Administrative Agent; and ninth, fees, indemnities or expense reimbursements related to Product pay all other Obligations. After Notwithstanding anything to the occurrence and during contrary contained in this Agreement, unless so directed by the continuance of Borrowers, or unless an Event of DefaultDefault has occurred and is continuing, neither the Administrative Agent nor any Lender shall apply any payments which it receives to any LIBOR Rate Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Loans and, in any event, the Borrowers shall pay LIBOR breakage losses in accordance with Section 4.4. The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments and collections received at to any time or times hereafter by Agent or its agent against portion of the Obligations, in such manner as Agent may deem advisable (provided that principal, fees, indemnities and expense reimbursements in connection with Product Obligations shall be paid following the payment of all other Obligations), notwithstanding any entry by Agent or any Lender upon any of its books and records.

Apportionment, Application and Reversal of Payments. Principal Except as otherwise provided with respect to Defaulting Lenders, principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans Obligations to which such payments relate held by each individual Lender)) and payments of fees (other than fees designated for Agent's sole and separate account) shall, as applicable, be apportioned ratably among the Lenders having a Pro Rata Share of the type of credit facility as to which the particular fee is applicable. All payments shall be remitted to Agent and all such payments not relating to principal or interest of specific Loans, Obligations or not constituting payment of specific fees, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, other Collateral received by Agent, shall be applied, ratably, subject to applied as in the provisions of this Agreement, first, following order: (i) to pay any fees, indemnities, fees or expense reimbursements (other than amounts related to Product Obligations) then due to Agent from the Obligors, (ii) to pay any fees or expense reimbursements then due to the Lenders from any Borrower; second, the Obligors, (iii) to pay interest due from any Borrower in respect of all Loans, outstanding Advances (including Swingline Swing Loans and Agent Loans; thirdAdvances), (iv) to pay fees, charges, commissions, and costs in respect of all outstanding Letters of Credit, (v) to pay interest due in respect of the Term Loan, (vi) to pay or prepay principal of Swingline Swing Loans and Agent Loans; fourthAdvances (in the order of their maturity), (vii) to pay principal of all outstanding Advances (other than Swing Loans and Agent Advances), (viii) provide cash collateral to be held by Agent, for the ratable benefit of those Lenders having a Pro Rata Share of the Letters of Credit, in an amount equal to 105% of the maximum amount of the Lender Group's obligations under Letters of Credit; (ix) to pay or prepay principal of the Revolving Credit Loans Term Loan, and (other than Swingline Loans and Agent Loansx) and unpaid reimbursement obligations in respect of Letters of Credit; fifth, ratably to pay an amount to Agent equal to all outstanding Letters of Credit, LC Guaranties and Letter of Credit Obligations to be held as cash Collateral for such Obligations; sixth, to the payment of any other Obligation (other than amounts related to Product Obligations) Obligations due to Agent Agent, or any Lender by any Borrower; and seventh, to pay any principal, fees, indemnities or expense reimbursements related to Product Obligations. After the occurrence and during the continuance of an Event of Default, Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable (provided that principal, fees, indemnities and expense reimbursements in connection with Product Obligations shall be paid following the payment of all other Obligations), notwithstanding any entry by Agent or any Lender upon any of its books and recordsObligors.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender). All Except for payments described in Section 3.10, all payments shall be remitted to Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, other Collateral received by Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product Obligations) then due to Agent or Lenders from any BorrowerBorrowers; second, to pay interest due from any Borrower Borrowers in respect of all Loans, including Swingline Loans and Agent Loans; third, to pay or prepay principal of Swingline Loans and Agent Loans; fourth, to pay or prepay principal of the Revolving Credit Loans (other than Swingline Loans and Agent Loans) and unpaid reimbursement obligations in respect of Letters of Credit; fifth, to pay an amount to Agent equal to all outstanding Letters of Credit, LC Guaranties and Letter of Credit Obligations to be held as cash Collateral for such Obligations; sixth, to the payment of any other Obligation (other than amounts related to Product Obligations) due to Agent or any Lender by any BorrowerBorrowers; and seventh, to pay any principal, fees, indemnities or expense reimbursements related to Product Obligations. After the occurrence and during the continuance of an Event of Default, Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable (provided that principal, fees, indemnities and expense reimbursements in connection with Product Obligations shall be paid following the payment of all other Obligations)advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records; provided, however, that such payments and collection shall only be applied to fees, indemnities or expense reimbursements related to Product Obligations after all other Obligations have been paid in full.

Apportionment, Application and Reversal of Payments. Principal Aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Revolving Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to Administrative Agent and the Letter of Credit Issuer and except as provided in SECTION 11.1(b). All payments shall be remitted to the Administrative Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, Accounts or other Collateral received by the Administrative Agent, shall be applied, ratably, subject to the provisions of this Agreement, firstFIRST, to pay any fees, indemnities, indemnities or expense reimbursements (other than including any amounts related relating to Product Obligations) Bank Products then due to the Administrative Agent from the Borrowers; SECOND, to pay any fees or expense reimbursements then due to the Lenders from any Borrowerthe Borrowers; secondTHIRD, to pay interest due from any Borrower in respect of all Loans, Revolving Loans (including Swingline Non-Ratable Loans and Administrative Agent Advances) (first to US Revolving Loans and then to UK Revolving Loans); thirdFOURTH, to pay or prepay principal of Swingline the Non-Ratable Loans and Administrative Agent LoansAdvances; fourthFIFTH, to pay or prepay principal of the Revolving Credit Loans (other than Swingline Non-Ratable Loans and Administrative Agent LoansAdvances) and unpaid reimbursement obligations in respect of Letters of CreditCredit (first to US Revolving Loans and then to UK Revolving Loans); fifthSIXTH, to pay an amount or prepay principal of the Term Loans (first to Agent equal Term Loan (France), second as a prepayment of the obligations under the Brazilian Loan Documents under clause second (A) of SECTION 1.3(c) (Term Credit Facility Mandatory Prepayments), as a deposit to all outstanding Letters of Credit, LC Guaranties and the Brazilian Letter of Credit Obligations Cash Collateral Account or as a reduction in the Brazilian Letter of Credit Reserve, in the discretion of the Parent, if no Event of Default exists, or otherwise, of the Administrative Agent, and then to be held as cash Collateral for such ObligationsTerm Loan (UK)); sixthand SEVENTH, to the payment of any other Obligation (including any amounts relating to Bank Products other than amounts related covered by clause FIRST above. Notwithstanding anything to Product Obligations) due to Agent the contrary contained in this Agreement, unless so directed by the Borrowers, or any Lender by any Borrower; and seventh, to pay any principal, fees, indemnities or expense reimbursements related to Product Obligations. After the occurrence and during the continuance of unless an Event of DefaultDefault has occurred and is continuing, neither the Administrative Agent nor any Lender shall have apply any payments which it receives to any LIBOR Rate Loan, except (a) on the continuing exclusive right expiration date of the Interest Period applicable to apply any such LIBOR Rate Loan, or (b) in the event, and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against only to the Obligationsextent, that there are no outstanding Base Rate Loans and, in such manner as Agent may deem advisable (provided that principalany event, fees, indemnities and expense reimbursements the Borrowers shall pay LIBOR breakage losses in connection accordance with Product Obligations shall be paid following the payment of all other Obligations), notwithstanding any entry by Agent or any Lender upon any of its books and recordsSECTION 4.

Apportionment, Application and Reversal of Payments. Principal Unless otherwise specified herein, aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of fees shall, as applicable (and unless otherwise specified herein), be apportioned ratably among the Lenders. All Following an Activation Event, unless otherwise specified herein, all payments received with respect to a Borrower shall be remitted to the Collateral Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, Accounts or other Collateral received by the Collateral Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product Obligations) or indemnities then due to the Collateral Agent or Lenders the Co-Agents from any such Borrower; second, to pay interest any fees, expense reimbursements or indemnities then due to the Lenders from any Borrower in respect of all Loans, including Swingline Loans and Agent Loanssuch Borrower; third, to pay or prepay principal interest due in respect of Swingline the Swing Loans and Collateral Agent LoansAdvances to such Borrower; fourth, to pay or prepay principal of the Swing Loans and Collateral Agent Advances to such Borrower; fifth, to pay interest due in respect of all Revolving Credit Loans to such Borrower (other than Swingline the Swing Loans and Collateral Agent LoansAdvances) and unpaid reimbursement obligations in respect of Letters of CreditCredit issued for the account of such Borrower; fifthsixth, to pay an amount or prepay principal of the Revolving Loans to such Borrower (other than the Swing Loans and Collateral Agent equal Advances) and to all pay, prepay or provide cash collateral in respect of outstanding Letters of CreditCredit issued for the account of such Borrower, LC Guaranties or any unpaid reimbursement obligations in respect thereof, as applicable; and Letter of Credit Obligations to be held as cash Collateral for such Obligations; sixthseventh, to the payment of any other Obligation (other than amounts related to Product Obligations) due to the Collateral Agent, the Agents or any Lender by such Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the applicable Borrower, or unless an Event of Default is outstanding, neither the Collateral Agent nor any Lender shall apply any payments which it receives to any LIBOR Loan, except on the expiration date of the Interest Period applicable to any such LIBOR Loan. In the event that the Collateral Agent or any Lender receives a payment when no Event of Default is outstanding and the only Loans outstanding are LIBOR Loans the Interest Period(s) for which have not expired, unless directed by any Borrower; the Borrowers to apply such payment to the LIBOR Loans, the payment shall either (x) be retained by (or turned over by the applicable Lender to) the Collateral Agent and seventhheld as cash collateral for the Obligations (with interest credited to the Borrowers on such cash collateral at the Federal Funds Rate), to pay be applied to the repayment of any principalObligations which become due, feesor any such LIBOR Loans on the last day of their respective Interest Periods or (y) turned over to the Borrowers. The Collateral Agent shall promptly distribute to each Lender, indemnities pursuant to the applicable wire transfer instructions set forth in Section 13.11, or expense reimbursements related pursuant to Product Obligationssuch other instructions as such Lender may deliver to the Collateral Agent in writing, such funds as it may be entitled to receive, on the next succeeding Settlement Date. After During an Activation Period, the occurrence Collateral Agent and during the continuance of an Event of Default, Agent Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments and collections received at to any time or times hereafter by Agent or its agent against portion of the Obligations, in such manner as Agent may deem advisable (provided that principal, fees, indemnities and expense reimbursements in connection with Product Obligations shall be paid following the payment of all other Obligations), notwithstanding any entry by Agent or any Lender upon any of its books and records.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to the Agent and any Letter of Credit Issuer and except as provided in Section 11.1(b). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, indemnities or expense reimbursements then due to the Agent from the Borrower or any other Credit Party pursuant to the terms of any Loan Document (other than amounts related fees or expenses relating to Product Obligations) then due to Agent or Lenders from any BorrowerBank Products); second, to pay any fees or expense reimbursements then due to the Lenders and the Letter of Credit Issuers from the Borrower or any other Credit Party pursuant to the terms of any Loan Document (other than fees or expenses relating to Bank Products); third, to pay interest due from any Borrower in respect of all Loans, including Swingline Non-Ratable Loans and Agent Loans; third, to pay or prepay principal of Swingline Loans and Agent LoansAdvances; fourth, to pay or prepay principal of the Non-Ratable Loans and Agent Advances; fifth, to pay or prepay principal of the Revolving Credit Loans (other than Swingline Non-Ratable Loans and Agent LoansAdvances) and unpaid reimbursement obligations in respect of Letters of CreditCredit and Credit Support; fifthsixth, to pay an amount to Agent the Agent, for the ratable benefit of the Letter of Credit Issuers, equal to all outstanding Letters of Credit, LC Guaranties and undrawn Letter of Credit Obligations obligations and Credit Support to be held as cash Collateral collateral for such Obligations; sixthseventh, to the payment of any other Obligation (other than amounts related to Product Obligations) due to the Agent or any Lender by the Borrower or any Borrowerother Credit Party (other than Bank Products); and seventheighth, to pay any principalamounts relating to Bank Products then due to the Lenders and their Bank Product Affiliates in connection with ACH Transactions and cash management (including controlled disbursement) services; and ninth, feesto pay any amounts relating to other Bank Products then due to Fleet or any Lender providing Bank Products, indemnities or expense reimbursements related any of their Affiliates providing Bank Products. Notwithstanding anything to Product Obligations. After the occurrence and during contrary contained in this Agreement, unless so directed by the continuance of Borrower, or unless an Event of DefaultDefault has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Rate Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Loans and, in any event, the Borrower shall pay LIBOR breakage losses, if any, in accordance with Section 4.4. The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments and collections received at to any time or times hereafter by Agent or its agent against portion of the Obligations, in such manner as Agent may deem advisable (provided that principal, fees, indemnities and expense reimbursements in connection with Product Obligations shall be paid following the payment of all other Obligations), notwithstanding any entry by Agent or any Lender upon any of its books and records.