Apportionment of Payments and Prepayments. (i) All payments and prepayments of principal and interest in respect of outstanding Loans and all payments of fees and all other payments in respect of any other Agreement Obligations, shall be allocated among the Issuing Bank and such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein. Subject to the provisions of Section 2.07(b)(ii), all such payments and prepayments and any other amounts received by the Agent from or for the benefit of the Borrower shall be applied first, to pay principal of and interest on any portion of the Loans which the Agent may have advanced on behalf of any Lender for which the Agent has not then been reimbursed by such Lender or the Borrower, second, to pay principal of and interest on any advance made under Section 11.18 for which the Agent has not then been paid by the Borrower or reimbursed by the Lenders, third, to pay all other Agreement Obligations (other than as those referred to in clauses fourth and fifth) then due and payable, fourth, to pay interest in respect of the Revolving Loans and unreimbursed LC Disbursements then due and payable, and fifth, to pay the principal of the Revolving Loans and unreimbursed LC Disbursements. All principal payments and prepayments in respect of Loans shall be applied first, to the Eurodollar Rate Loans maturing on the date of such payment, second, to repay outstanding Base Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods. (ii) After the occurrence of an Event of Default and while the same is continuing, the Agent shall, unless otherwise specified at the direction of the Requisite Lenders, which direction shall be consistent with the last sentence of this clause (ii), apply all payments and prepayments in respect of any Obligations and all proceeds of Collateral in the following order: (A) first, to pay interest on and then principal of any portion of the Loans which the Agent may have advanced on behalf of any Lender for which the Agent has not then been reimbursed by such Lender or the Borrower; (B) second, to pay interest on and then principal of any advance made under Section 11.18 for which the Agent has not then been paid by the Borrower or reimbursed by the Lenders; (C) third, to pay Agreement Obligations in respect of any fees, expense reimbursements or indemnities then due to the Agent; (D) fourth, to pay Agreement Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders; (E) fifth, to pay interest due in respect of Revolving Loans and unreimbursed LC Disbursements; (F) sixth, to the ratable payment or prepayment of principal outstanding on Loans and unreimbursed LC Disbursements in such order as the Agent may determine in its sole discretion; (G) seventh, to the ratable payment of all other Agreement Obligations; and (H) eighth, to the ratable payment of all Obligations in respect of Eligible Hedging Contracts. The order of priority set forth in this Section 2.07(b)(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Agent, the Issuing Bank, the Lenders and the other Holders of Secured Obligations as among themselves. The order of priority set forth in clauses (D) through (H) of this Section 2.07(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person. The order of priority set forth in clauses (A) through (C) of this Section 2.07(b)(ii) may be changed only with the prior written consent of the Agent.
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Apportionment of Payments and Prepayments. (i) All payments and prepayments of principal and interest in respect of outstanding Loans and all payments of fees and all other payments in respect of any other Agreement Obligations, shall be allocated among the Issuing Bank and such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein. Subject to the provisions of Section 2.07(b)(ii), all such payments and prepayments and any other amounts received by the Agent from or for the benefit of the Borrower shall be applied first, to pay principal of and interest on any portion of the Loans which the Agent may have advanced on behalf of any Lender for which the Agent has not then been reimbursed by such Lender or the Borrower, second, to pay principal of and interest on any advance made under Section 11.18 for which the Agent has not then been paid by the Borrower or reimbursed by the Lenders, third, to pay all other Agreement Obligations (other than as those referred to in clauses fourth and fifth) then due and payable, fourth, to pay interest in respect of the Revolving Loans and unreimbursed LC Disbursements then due and payable, and fifth, to pay the principal of the Revolving Loans and unreimbursed LC Disbursements. All principal payments and prepayments in respect of Loans shall be applied first, to the Eurodollar Rate Loans maturing on the date of such payment, second, to repay outstanding Base Rate Loans, and then to repay outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have earlier expiring Interest Periods being repaid prior to those which have later expiring Interest Periods.
(ii) After the occurrence of an Event of Default and while the same is continuing, the Agent shall, unless otherwise specified at the direction of the Requisite Lenders, which direction shall be consistent with the last sentence of this clause (ii), apply all payments and prepayments in respect of any Obligations and all proceeds of Collateral in the following order:
36 43 (A) first, to pay interest on and then principal of any portion of the Loans which the Agent may have advanced on behalf of any Lender for which the Agent has not then been reimbursed by such Lender or the Borrower;
(B) second, to pay interest on and then principal of any advance made under Section 11.18 for which the Agent has not then been paid by the Borrower or reimbursed by the Lenders;
(C) third, to pay Agreement Obligations in respect of any fees, expense reimbursements or indemnities then due to the Agent;
(D) fourth, to pay Agreement Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders;
(E) fifth, to pay interest due in respect of Revolving Loans and unreimbursed LC Disbursements;
(F) sixth, to the ratable payment or prepayment of principal outstanding on Loans and unreimbursed LC Disbursements in such order as the Agent may determine in its sole discretion;
(G) seventh, to the ratable payment of all other Agreement Obligations; and
(H) eighth, to the ratable payment of all Obligations in respect of Eligible Hedging Contracts. The order of priority set forth in this Section 2.07(b)(ii) and the related provisions of this Agreement are set forth solely to determine the rights and priorities of the Agent, the Issuing Bank, the Lenders and the other Holders of Secured Obligations as among themselves. The order of priority set forth in clauses (D) through (H) of this Section 2.07(b)(ii) may at any time and from time to time be changed by the Requisite Lenders without necessity of notice to or consent of or approval by the Borrower, or any other Person. The order of priority set forth in clauses (A) through (C) of this Section 2.07(b)(ii) may be changed only with the prior written consent of the Agent.
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