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 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 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 the payment of any other Obligation (other than amounts related to Product Obligations) due to the Agent or any Lender by any Borrower; and seventh, to pay any amounts owing in respect of Product Obligations. As between Agent and Borrowers, after the occurrence and during the continuance of an Event of Default, Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among 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 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 Letter of Credit Obligations to be held as cash Collateral for such Obligations (in an amount of 105% of the aggregate amount thereof)Obligations; sixth, to the payment of any other Obligation (other than amounts related to Product Obligations) due to the Agent or any Lender by any BorrowerBorrowers; and seventh, to pay any amounts owing in respect of fees, indemnities or expense reimbursements related to Product Obligations. As between Agent and Borrowers, after After the occurrence and during the continuance of an Event of Default, Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each such Lender)) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to the Agent or the applicable Letter of Credit Issuer. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, other Collateral received by Agentthe Agent in accordance with the terms of the Loan Documents, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, indemnities or expense reimbursements (other than amounts related to Product Obligations) then due to the Agent or Lenders the Arrangers from 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 Borrowers 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; fifthsixth, to pay an amount to the Agent equal to all outstanding Letter U.S. or Canadian Obligations (contingent or otherwise) with respect to outstanding Letters of Credit Obligations issued for the account of the applicable Borrower or Borrowers, to be held as cash Collateral collateral for such Obligations (in an amount of 105% of the aggregate amount thereof)applicable U.S. or Canadian Obligations; sixthseventh, to the payment of any other Obligation (other than applicable U.S. or Canadian Obligations, including any amounts related relating to Product Obligations) Bank Products, due to the Agent, any Lender, any Affiliate of the Agent or any Lender or any other Secured Party, by any Borrowerthe Borrowers; and seventheighth, to pay any remaining amounts owing to the applicable Borrower or Borrowers for its or their own account; provided that no proceeds from the Canadian Collateral shall be applied to the outstanding principal amount of U.S. Revolving Loans or Specified Loans or to cash collateralize outstanding Letters of Credit. Notwithstanding anything to the contrary contained in respect of Product Obligations. As between Agent and this Agreement, unless so directed by the Borrowers, after the occurrence and during the continuance of 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, 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 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 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 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 amounts owing in respect of Product Obligations. As between Agent and Borrowers, after the occurrence and during the continuance of an Event of Default, Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records.

Apportionment, Application and Reversal of Payments. Principal Except as otherwise expressly provided by this Agreement, any Replacement Intercreditor Agreement and the Intercreditor Agreement, aggregate principal and interest payments shall be apportioned ratably among the Lenders of each Class (according to the unpaid principal balance of the Revolving Loans to which such payments relate held by each Lender)) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Administrative Agent and all such payments not relating to principal or interest of specific Revolving Loans, or not constituting payment of specific fees, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, any Borrower’s Accounts or any other Collateral received by the Administrative Agent, shall be applied, ratably, subject to the provisions of this Agreement, any Replacement Intercreditor Agreement and the Intercreditor Agreement, first, to pay any fees, indemnities, or expense reimbursements then due to the Agents from the Borrowers (other than amounts related to Product Obligations) then due to Agent or Lenders from any Borrowerin respect of Bank Products); second, to pay interest any fees or expense reimbursements then due to the Tranche A Lenders from the Borrowers (other than in respect of all Loans, including Swingline Loans and Agent LoansBank Products); third, to pay or prepay principal interest due in respect of Swingline Loans and Agent the Tranche A Revolving Loans; fourth, to pay or prepay principal of the Swingline Loans and the Agent Advances; fifth, to the payment in full of Unfunded Advances/Participations; sixth, to pay or prepay principal of the Tranche A Revolving Credit Loans (other than Unfunded Advances/Participations, the Swingline Loans and the Agent Loans) Advances), and unpaid reimbursement obligations in respect of Letters of CreditCredit (other than Unfunded Advances/Participations and other than those in which the Tranche A-1 Lenders participate); fifthseventh, to pay an amount any fees or expense reimbursements then due to Agent equal the Tranche A-1 Lenders from the Borrowers; eighth, to all outstanding Letter pay interest due in respect of the Tranche A-1 Revolving Loans; ninth, to pay or prepay principal of the Tranche A-1 Revolving Loans, and unpaid reimbursement obligations in respect of Letters of Credit Obligations to be held as cash Collateral for such Obligations in which the Tranche A-1 Lenders participate (in an amount of 105% of the aggregate amount thereofother than Unfunded Advances/Participations); sixthand tenth, to the payment of any other Obligation (other than amounts related to Product Obligations) due to the an Agent or any Lender by any Borrower; and seventh, to pay any amounts owing the Borrowers (including in respect of Product ObligationsBank Products). As between Agent and BorrowersNotwithstanding anything to the contrary contained in this Agreement, after the occurrence and during the continuance of unless so directed by a Borrower, or unless an Event of DefaultDefault is in existence, neither the Administrative Agent nor any Lender shall apply any payment which it receives to any LIBOR Rate Revolving Loan except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Revolving Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans owing to such Person. The Administrative Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). The Administrative Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any 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, 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 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 Letter of Credit Obligations to be held as cash Collateral for such Obligations (in an amount of 105% of the aggregate amount thereof)Obligations; sixth, to the payment of any other Obligation (other than amounts related to Product Obligations) due to the Agent or any Lender by any Borrower; and seventh, to pay any amounts owing in respect of fees, indemnities or expense reimbursements related to Product Obligations. As between Agent and Borrowers, after After the occurrence and during the continuance of an Event of Default, Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender). All payments shall be remitted to Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, other Collateral received by Agent, 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 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 Letter of Credit Obligations to be held as cash Collateral for such Obligations (in an amount of 105% of the aggregate amount thereof)Obligations; sixth, to the payment of any other Obligation (other than amounts related to Product Obligations) due to the Agent or any Lender by any Borrower; and seventh, to pay any amounts owing in respect of fees, indemnities or expense reimbursements related to Product Obligations. As between Agent and Borrowers, after the occurrence and during the continuance of an Event of Default, Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender)) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to the Administrative Agent, the LC Issuer, and the Acceptance Lender, respectively, and except as provided in Section 10.13. 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, other any Facility Collateral received by the Administrative Agent, shall be applied, ratably, subject to the provisions of this AgreementAgreement (including, the first sentence of Section 2.11 and Section 6.32(b)) first, to pay any fees, indemnities, or expense reimbursements (other than including amounts related to Product Obligations) then due to Agent the Agents from the Borrowers, second, to pay any fees or expense reimbursements then due to the Lenders from any Borrower; secondthe Borrowers, third, to pay interest due from Borrowers in respect of all the Revolving Loans, including Swingline Loans and Agent Loans; thirdCollateral Protection Advances, to pay or prepay principal of Swingline Loans and Agent Loans; fourth, to pay or prepay principal of the Swingline Loans and the Collateral Protection Advances, fifth, to pay or prepay principal of the Revolving Credit Loans (other than Swingline Loans and Agent Loans) Collateral Protection Advances), unpaid Reimbursement Obligations and unpaid reimbursement obligations in respect Acceptance Reimbursement Obligations, sixth, during the existence of Letters of Credit; fifthany Default, to pay an amount to the Administrative Agent equal to 105% of the aggregate undrawn face amount of all outstanding Letter of Credit Obligations Facility LCs and Acceptances, to be held as cash collateral in the Facility LC/Acceptance Collateral Account for such Obligations (in an amount Obligations, seventh, to payment of 105% of the aggregate amount thereof); sixthany amounts owing with respect to Banking Services, and eighth, to the payment of any other Obligation (other than amounts related to Product Obligations) due to the any Agent or any Lender by the Borrowers; provided that any Borrower; payment received from or proceeds of Facility Collateral of (a) any Canadian Obligated Party shall be applied only to the Canadian Obligations and seventh, (b) any U.K. Obligated Party shall be applied only to pay any amounts owing in respect of Product the U.K. Obligations. As between Notwithstanding anything to the contrary contained in this Agreement, unless so directed by a Borrower, or unless a Default is in existence, neither the Administrative Agent nor any Lender shall apply any payment which it receives to any Eurodollar Loan, except (y) on the expiration date of the Interest Period applicable to any such Eurodollar Loan or (z) in the event, and only to the extent, that there are no outstanding Floating Rate Loans and, in any event, the Borrowers shall pay the Eurodollar breakage losses in accordance with Section 3.4. Subject to the first sentence of Section 2.11, the Administrative Agent and Borrowers, after the occurrence 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, 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, except as provided in subsection 3.3.1, Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, indemnities or expense reimbursements (other than amounts related to Product Obligations) then due to the Agent or Lenders from any BorrowerCredit Party and to pay any amounts under ACH Transactions then owing to the Bank or any Affiliate of the Bank; second, to pay any fees or expense reimbursements then due to the Lenders from any Credit Party; third, to pay interest due from Borrowers 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 Credit; fifthsixth, to pay an amount to the Agent equal to all outstanding Letter of Credit Obligations to be held as cash Collateral collateral for such Obligations (in an amount of 105% of the aggregate amount thereof)Obligations; sixthand seventh, to the payment of any other Obligation (other than amounts related to Product Obligations) due to the Agent Agent, any Lender or any Lender of their Affiliates by any Credit Party (including any Obligations arising under Hedge Agreements; provided, that, (i) if any Lender (or its Affiliates) other than the Bank (or its Affiliates) provides Hedge Agreements to a Credit Party, such Lender shall report to the Agent the current exposure of the Credit Parties to such Lender under such Hedge Agreements (and any increase in such exposure since the last report) no less frequently than monthly and whenever requested by the Agent, and (ii) if there is any increase in the exposure of the Credit Parties to such Lender under such Hedge Agreements and such Lender fails to report such increased exposure to the Agent as required in clause (i) above, then, notwithstanding anything to the contrary in this Agreement or any other Loan Document, the payment of such increased exposure shall not constitute an Obligation and shall not be secured by any of the Agent’s Liens. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower; and seventh, to pay any amounts owing in respect of Product Obligations. As between Agent and Borrowers, after the occurrence and during the continuance of 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, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Loans 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, 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 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 Letter of Credit Obligations to be held as cash Collateral for such Obligations (in an amount of 105% of the aggregate amount thereof)Obligations; sixth, to the payment of any other ----- Obligation (other than amounts related to Product Obligations) due to the Agent or any Lender by any Borrower; and seventh, to pay any amounts owing in respect of fees, indemnities or expense ------- reimbursements related to Product Obligations. As between Agent and Borrowers, after the occurrence and during the continuance of an Event of Default, Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records.

Apportionment, Application and Reversal of Payments. Principal Except as otherwise required pursuant to Section 2.19, principal and interest payments shall be apportioned ratably among the Lenders (according as set forth in this Article II and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to the unpaid principal balance of Agent or the Loans to which such payments relate held by each LenderLC Issuer and except as provided in Section 2.10(c). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, Loans or not constituting payment of specific feesfees as specified by the Borrower Representative, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, other any Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Agent from the Borrowers (other than amounts related in connection with Banking Services or Rate Management Obligations), second, to Product Obligations) pay any fees or expense reimbursements then due to Agent or the Lenders from any Borrower; secondthe Borrowers (other than in connection with Banking Services or Rate Management Obligations), third, to pay interest due from Borrowers in respect of all the Overadvances and Protective Advances, fourth, to pay the principal of the Overadvances and Protective Advances, fifth, to pay interest due in respect of the Non-Ratable Loans, including Swingline sixth, to pay interest due in respect of the Revolving Loans (other than Non-Ratable Loans, Overadvances and Agent Loans; thirdProtective Advances), seventh, to pay or prepay principal of Swingline Loans and Agent the Non-Ratable Loans; fourth, eighth, to pay or prepay principal of the Revolving Credit Loans (other than Swingline Loans Non-Ratable Loans, Overadvances and Agent LoansProtective Advances) and unpaid reimbursement obligations in respect of Letters of Credit; fifthFacility LCs, ninth, to pay an amount to the Agent equal to one hundred five percent (105%) of the aggregate undrawn face amount of all outstanding Letter Facility LCs and the aggregate amount of Credit Obligations any unpaid reimbursement obligations in respect of Facility LCs, to be held as cash Collateral collateral for such Obligations (in an amount of 105% 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 aggregate amount thereof); sixthTerm 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 (other than amounts related to Product Obligations) due to the Agent or any Lender by the Borrowers. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower Representative, or unless a Default is in existence, neither the Agent nor any Borrower; Lender shall apply any payment which it receives to any Eurodollar Loan, except (a) on the expiration date of the Interest Period applicable to any such Eurodollar Loan or (b) in the event, and seventhonly to the extent, to that there are no outstanding Floating Rate Loans and, in any event, the Borrowers shall pay any amounts owing the Eurodollar breakage losses in respect of Product Obligationsaccordance with Section 3.4. As between The Agent and Borrowers, after the occurrence 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 Secured 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 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 Borrowers 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 Letter U.S. or Canadian Obligations (contingent or otherwise) with respect to outstanding Letters of Credit Obligations issued for the account of the applicable Borrower or Borrowers, to be held as cash Collateral collateral for such Obligations (in an amount of 105% of the aggregate amount thereof)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 remaining amounts owing 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, to cash collateralize outstanding U.S. Letters of Credit and to pay other U.S. Obligations (in respect the order set forth above) before being applied to the payment or cash collateralization of Product any Canadian Obligations. As between Agent and Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrowers, after the occurrence and during the continuance of 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, notwithstanding any entry by Agent or any Lender upon any of its books and records.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Revolving Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to the Agent and the Letter of Credit Issuer and except as provided in Section 11.1(b). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Revolving Loans, or not constituting payment of specific fees, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, any Borrower’s Accounts or any other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product Obligations) reimbursements, then due to the Agent from the Borrowers, second, to pay any fees or expense reimbursements then due to the Lenders from any Borrower; secondthe Borrowers, third, to pay interest due from Borrowers in respect of all the Revolving Loans, including Swingline the Non-Ratable Loans and Agent Autoborrow Loans; third, to pay or prepay principal of Swingline Loans and Agent Loans; fourth, to pay or prepay principal of the Non-Ratable Loans and Autoborrow Loans, fifth, to pay or prepay principal of the Revolving Credit Loans (other than Swingline the Non-Ratable Loans and Agent Autoborrow Loans) and unpaid reimbursement obligations in respect of Letters of Credit; fifth, 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 (in an amount of 105100% of the aggregate undrawn face amount thereof); sixthof 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 (other than amounts related Obligation, including any amount relating to Product Obligations) Bank Products, due to the Agent or any Lender by any the Borrowers. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by a Borrower; and seventh, to pay any amounts owing in respect of Product Obligations. As between Agent and Borrowers, after the occurrence and during the continuance of or unless an Event of DefaultDefault is in existence, neither the Agent nor any Lender shall apply any payment which it receives to any LIBOR Rate Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Revolving Loan or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans and, in any event, the Borrowers shall pay the LIBOR breakage losses in accordance with Section 4.4. The Agent and the Lenders shall have the continuing and exclusive right to 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, 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, aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Advances or Term Loans B or Term Loans A to which such payments relate held by each Lender) and payments of the fees (other than fees designated for Agent's sole and separate account) shall, as applicable, be apportioned ratably (in accordance with the Lenders' respective Pro Rata Portions (Total)) among the Lenders. All payments shall be remitted to Agent and all such payments not relating to principal or interest of specific LoansAdvances or Term Loans B or Term Loans A, or not constituting payment of specific fees, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, Accounts or other Collateral received by Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product Obligations) then due to Agent or Lenders from any Borrower; one or more of the Obligors, second, to pay interest any fees (other than the Additional Discount Amount) or expense reimbursements then due to the Lenders from Borrowers in respect any one or more of all Loansthe Obligors, including Swingline Loans and Agent Loans; third, to pay or prepay principal of Swingline any and all interest accrued and unpaid with respect to the Advances (including Foothill Loans and Agent Loans; Advances), the Term Loans B, and the Term Loans A, fourth, to pay or prepay principal of the Revolving Credit Loans (other than Swingline Foothill Loans and Agent Loans) and unpaid reimbursement obligations in respect of Letters of Credit; Advances, fifth, to pay an amount any and all interest accrued and unpaid with respect to Agent equal to all outstanding Letter of Credit Obligations to be held as cash Collateral for such Obligations (in an amount of 105% of the aggregate amount thereof); Additional Discount Amount, sixth, to pay the payment Additional Discount Amount, seventh ratably to repay the principal of any other Obligation the Term Loans B, eighth, ratably to repay the principal of the Term Loans A, ninth, ratably to repay principal of the Advances (other than amounts related Foothill Loans and Agent Advances) and tenth, ratably to Product Obligations) pay any other Obligations or Term Loan A Obligations due to the Agent or any Lender by any Borrower; and seventh, to pay any amounts owing in respect of Product Obligations. As between Agent and Borrowers, after the occurrence and during the continuance of an Event of Default, Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and recordsLender.

Apportionment, Application and Reversal of Payments. Principal Except as otherwise expressly provided by this Agreement, aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Revolving Loans to which such payments relate held by each Lender)) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Revolving Loans, or not constituting payment of specific fees, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, any Borrower's Accounts or any other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, firstFIRST, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product Obligations) reimbursements, then due to the Agent from the Borrowers; SECOND, to pay any fees or expense reimbursements then due to the Lenders from any Borrowerthe Borrowers; secondTHIRD, to pay interest due from Borrowers in respect of all Loans, including Swingline Loans and Agent the Revolving Loans; thirdFOURTH, to pay or prepay principal of Swingline Loans and the Agent LoansAdvances; fourthFIFTH, to pay or prepay principal of the Revolving Credit Loans (other than Swingline Loans and the Agent Loans) and Advances), unpaid reimbursement obligations in respect of Letters of CreditCredit and Credit Support, and any amounts relating to Bank Products; fifth, to pay an amount to Agent equal to all outstanding Letter of Credit Obligations to be held as cash Collateral for such Obligations (in an amount of 105% of the aggregate amount thereof); sixthand SIXTH, to the payment of any other Obligation (other than amounts related to Product Obligations) due to the Agent or any Lender by any Borrower; and sevenththe Borrowers. The Agent shall promptly distribute to each Lender, pursuant to pay any amounts owing the applicable wire transfer instructions received from each Lender in respect of Product Obligationswriting, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in SECTION 2.2(h). As between The Agent and Borrowers, after the occurrence 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, notwithstanding any entry by Agent or any Lender upon any of its books and records.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the applicable 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 Borrowers 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 Loans, including Non-Ratable Loans, and Agent Loans) 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 an amount to the Administrative Agent equal to 105% of all outstanding Letter of Credit Obligations of the US Borrowers to be held as cash Collateral collateral for such Obligations (in an amount of 105% of the aggregate amount thereof)Obligations; sixth, sixth to the payment of any other Obligation (other than amounts related to Product Obligations) due to any US Agent, Administrative Agent, Bank or the Agent or any Lender by any BorrowerUS Lenders, including Obligations in respect of US Bank Products; and seventhseventh following the occurrence and continuation of a Default or Event of Default, to pay any of the foregoing amounts owing 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, 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 specific obligations then due and payable (or prepayable) under and in respect accordance with any provision of Product Obligationsany Loan Document. As between Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the US Borrowers Representative 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 Borrowersonly to the extent, after 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, if any, in accordance with Section 4.4. 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, notwithstanding any entry by Agent or any Lender upon any Obligations of its books and recordsthe US Borrowers.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to the Agent and the Letter of Credit Issuer and except as provided in Section 11.1(b). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, 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 fees (other than amounts related to Product Obligations) any annual Agent administrative fees that are more than $60,000 in excess of the current Agent administrative fee), indemnities or expense reimbursements, then due to the Agent or Lenders the Arranger from the Obligors and to pay any Borroweramounts then owing under ACH Transactions with the Bank or any Affiliate of the Bank; second, to pay any fees or expense reimbursements then due to the Lenders from the Obligors; third, to pay interest due from Borrowers 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 Revolving Credit Loans (other than Swingline Non-Ratable Loans and Agent Advances (such amounts being applied first to the most recently made Non-Ratable Loans and Agent Advances); fifth, to pay or prepay principal of the Revolving Loans (such amounts being applied first to the most recently made Revolving Loans) ), other than Non-Ratable Loans and Agent Advances, and to unpaid reimbursement obligations in respect of Letters of Credit; fifthsixth, at the election of the Agent during the existence of a Default or Event of Default, to pay an amount to the Agent equal to all outstanding Letter Obligations (contingent or otherwise) with respect to outstanding Letters of Credit Obligations and Credit Support to be held as cash Collateral collateral for such Obligations (in an amount of 105% of the aggregate amount thereof)Obligations; sixthand 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 seventh, to pay Obligor (including any amounts relating to Bank Products not included in clause first above; provided, that, if any Lender other than the Bank provides Bank Products, the payment of amounts relating to such Bank Products shall be junior in priority to the payment of all amounts owing to the Bank under this clause seventh with respect to Bank Products provided by the Bank unless such other Lender provides the Agent notice of the amounts owing to it with respect to its Bank Products prior to or contemporaneously with the provision of such Bank Products or any increase in the Obligors’ obligations with respect of Product Obligationsthereto). As between Agent and Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrowers’ Agent, after the occurrence and during the continuance of 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 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, 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 and distributed by Agent ratably among Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lendertheir respective Revolving Loan Percentages). All payments shall be remitted to Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, other Collateral received by AgentAgent after the occurrence and during the continuation of an Event of Default, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product Obligations) then due to Agent or Lenders from any Borrower; second, to pay interest due from Borrowers 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 Letter of Credit Obligations to be held as cash Collateral for such Obligations (in an amount of 105% of the aggregate amount thereof)Obligations; sixth, to the payment of any other Obligation (other than amounts related to Product Obligations) due to the Agent or any Lender by any BorrowerCo-Borrowers; and seventh, to pay any amounts owing in respect of fees, indemnities or expense reimbursements related to Product Obligations. As between Agent and Borrowers, after the occurrence and during the continuance of an Event of Default, Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records.

Apportionment, Application and Reversal of Payments. Principal Except as otherwise required pursuant to Section 2.19, principal and interest payments shall be apportioned ratably among the Lenders (according as set forth in this Article II and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to the unpaid principal balance of Agent or the Loans to which such payments relate held by each LenderLC Issuer and except as provided in Section 2.10(c). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, Loans or not constituting payment of specific feesfees as specified by the Borrower Representative, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, other any Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Agent from the Borrower (other than amounts related in connection with Rate Management Obligations), second, to Product Obligations) pay any fees or expense reimbursements then due to Agent or the Lenders from any Borrower; secondthe Borrower (other than in connection with Rate Management Obligations), third, to pay interest due from Borrowers in respect of all the Overadvances and Protective Advances, fourth, to pay the principal of the Overadvances and Protective Advances, fifth, to pay interest due in respect of the Non-Ratable Loans, including sixth, to pay interest due in respect of the Revolving Loans and Swingline Loans (other than Non-Ratable Loans, Overadvances and Agent Loans; thirdProtective Advances), seventh, to pay or prepay principal of Swingline Loans and Agent the Non-Ratable Loans; fourth, eighth, to pay or prepay principal of the Revolving Credit Loans and Swingline Loans (other than Swingline Loans Non-Ratable Loans, Overadvances and Agent LoansProtective Advances) and unpaid reimbursement obligations in respect of Letters of Credit; fifthFacility LCs, ninth, to pay an amount to the Agent equal to one hundred five percent (105%) of the aggregate undrawn face amount of all outstanding Letter Facility LCs and the aggregate amount of Credit Obligations any unpaid reimbursement obligations in respect of Facility LCs, to be held as cash Collateral collateral for such Obligations (in an amount Obligations, tenth, to payment of 105% any amounts owing with respect to obligations of the aggregate amount thereof); sixthLoan Parties in respect of any Commodity Hedging Agreements that are secured by the Collateral, and eleventh, to the payment of any other Secured Obligation (other than amounts related to Product Obligations) due to the Agent or any Lender by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower Representative, or unless a Default is in existence, neither the Agent nor any Borrower; Lender shall apply any payment which it receives to any Eurodollar Loan, except (a) on the expiration date of the Interest Period applicable to any such Eurodollar Loan or (b) in the event, and seventhonly to the extent, to that there are no outstanding Floating Rate Loans and, in any event, the Borrower shall pay any amounts owing the Eurodollar breakage losses in respect of Product Obligationsaccordance with Section 3.4. As between The Agent and Borrowers, after the occurrence 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 Secured 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 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 Borrowers 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 undrawn Letter of Credit Obligations obligations and Credit Support to be held as cash Collateral collateral for such Obligations (in an amount of 105% of the aggregate amount thereof)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 amounts owing relating to Bank Products then due to the Lenders and their Bank Product Affiliates in respect connection with ACH Transactions and cash management (including controlled disbursement) services; and ninth, to pay any amounts relating to other Bank Products then due to Fleet or any Lender providing Bank Products, or any of Product Obligationstheir Affiliates providing Bank Products. As between Agent and BorrowersNotwithstanding anything to the contrary contained in this Agreement, after unless so directed by the occurrence and during 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, notwithstanding any entry by Agent or any Lender upon any of its books and records.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender). All payments shall be remitted to Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, other Collateral received by Agent, including without limitation all amounts deposited in a Dominion Account, shall be applied, ratably, subject to the provisions of this AgreementAgreement and whether or not an Event of Default exists, first, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product Obligations) then due to Agent or Lenders from any Borrower; second, to pay interest due from 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 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 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 amounts owing in respect of Product Obligations. As between Agent and Borrowers, after the occurrence and during the continuance of an Event of Default, Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the 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, except as provided in subsection 3.3.1, 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 amounts related to Product Obligations) then due to the Agent or Lenders from any Borrowerthe Obligated Parties; second, to pay any fees or expense reimbursements then due to the Lenders from the Obligated Parties; third, to pay interest due from Borrowers 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 Credit; fifthsixth, to pay to the Agent and/or the applicable Letter of Credit Issuer(s) an aggregate amount to Agent equal to all outstanding Letter of Credit Obligations to be held as cash Collateral collateral for such Obligations (in an amount Obligations; seventh, to pay all obligations and liabilities of 105% of the aggregate amount thereof)whatever kind or nature relating to Bank Products; sixthand eighth, to the payment of any all other Obligation (other than amounts related to Product Obligations) due , 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 or nor any Lender by shall apply any Borrowerpayments that it receives to any LIBOR Revolving Loan, except: (a) on the expiration date of the Interest Period applicable to any such LIBOR Revolving Loan; or (b) in the event, and seventhonly to the extent, that there are no outstanding Base Rate Revolving Loans and, in any event, the Obligated Parties shall pay LIBOR breakage losses in accordance with Section 4.4. Each Obligated Party irrevocably waives the right to pay direct the application of any amounts owing payments or Collateral proceeds, and agrees that the Agent shall have the continuing, exclusive right to apply and reapply same against the Obligations and to retain proceeds of Collateral or payments and prepayments in respect of Product Obligations. As between Agent the Obligations to Cash Collateralize Letters of Credit and Borrowers, after the occurrence and Credit Support during the continuance continuation 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 the Agent may deem deems advisable, notwithstanding any entry by the Agent or any Lender upon any of in its books and records.”

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Revolving Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to the Agent and the Letter of Credit Issuers and except as provided in Section 11.1(b) or 12.14(e). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, Accounts or other Collateral received by Agent, the Agent following the occurrence and during the continuation of any Event of Default shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements then due to the Agent from the Borrowers (other than amounts related to Product Obligations) then due to Agent any fees, indemnities, or Lenders from expense reimbursements arising under any BorrowerBank Product); second, to pay any fees or expense reimbursements then due to the Lenders from the Borrowers (other than any fees or expense arising from any Bank Product); third, to pay interest due from Borrowers in respect of all Loans, including 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 Loans) and Advances), unpaid reimbursement obligations in respect of Letters of Credit, and Pari Passu Bank Product Obligations; fifthsixth, to pay an amount to the Agent equal to all outstanding Letter of Credit Obligations to be held as cash Collateral collateral for such Obligations (in an amount of 105% of the aggregate amount thereof)Obligations; sixthand seventh, to the payment of any other Obligation (other than Obligations including any amounts related relating to Product Obligations) Bank Products due to the Agent Agent, any Lender, or any Lender their respective Affiliates by any Borrower; and seventh, to pay any amounts owing in respect of the Borrowers that are not Pari Passu Bank Product Obligations. As between Agent and Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrowers, after the occurrence and during the continuance of 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 Borrowers shall pay LIBOR breakage losses in accordance with Section 4.5. To the extent not inconsistent with the express terms of this Agreement, the Agent and the Lenders shall have the continuing and exclusive right to 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, 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, aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans Advances or the Term Loan to which such payments relate held by each Lender)) and payments of the fees (other than fees designated for Agent's sole and separate account) shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to Agent and all such payments not relating to principal or interest of specific LoansAdvances or the Term Loan, or not constituting payment of specific fees, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, Accounts or other Collateral received by Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product Obligations) then due to Agent or Lenders from any Borrower; second, to pay interest any fees or expense reimbursements then due to the Lenders from Borrowers in respect of all Loans, including Swingline Loans and Agent LoansBorrower; third, to pay or prepay principal interest due in respect of Swingline all Advances (including Foothill Loans and Agent LoansAdvances) and the Term Loan; fourth, to pay or prepay principal of Foothill Loans and Agent Advances; fifth, ratably to pay principal of the Revolving Credit Loans Advances (other than Swingline Foothill Loans and Agent Loans) and unpaid reimbursement obligations in respect of Letters of Credit; fifth, to pay an amount to Agent equal to all outstanding Letter of Credit Obligations to be held as cash Collateral for such Obligations (in an amount of 105% of the aggregate amount thereofAdvances); sixth, to be held by Agent, for the payment ratable benefit of Agent and the Lenders, as cash collateral, in accordance with the last sentence of Section 2.2(e), in an amount equal to 105% of the maximum amount of the Lender Group's obligations under Letters of Credit until paid in full; seventh, to repay the principal of the Term Loan; and eighth, ratably to pay any other Obligation (other than amounts related to Product Obligations) Obligations due to the Agent or any Lender by any Borrower; and seventh, to pay any amounts owing in respect of Product Obligations. As between Agent and Borrowers, after the occurrence and during the continuance of an Event of Default, Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records.

Apportionment, Application and Reversal of Payments. Principal --------------------------------------------------- and interest payments shall be apportioned ratably among Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender). All payments hereunder shall be remitted to Agent Agent. All proceeds of equity obtained by any Borrower or any Subsidiary, all payments in respect of Guaranty Agreements and all such payments other cash obtained by any Borrower or any Domestic Subsidiary shall be immediately deposited into a Dominion Account. Except as provided in Section 3.11, all proceeds of Collateral 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 Section 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 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 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 Letter of CreditCredit Obligations; fifth, if an Event of Default is in existence, ----- 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 the amount of 105% of the aggregate amount thereofLC Amount); sixth, to the payment of principal ----- then due in respect of Term Loan A; seventh, to the payment of ------- principal then due in respect of Term Loan B; eighth, 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 seventhninth, to ----- pay any amounts owing in due with respect of to Product Obligations. As between Agent and Borrowers, after After the occurrence and during the continuance of an Event of Default, Agent shall have the continuing exclusive right to apply and reapply (without requiring any turnover) any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, as set forth in such manner as Agent may deem advisableSection 3.11, 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 Borrowers 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; fifthfourth, to pay an amount to Agent equal to all outstanding Letters of Credit, LC Guaranties and Letter of Credit Obligations (in the amount of 105% thereof) to be held as cash Collateral for such Obligations (in an amount of 105% of the aggregate amount thereof)Obligations; sixthfifth, 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 seventhsixth, to pay any amounts owing in respect of principal, fees, indemnities or expense reimbursements related to Product Obligations. As between Agent and Borrowers, after After the occurrence and during the continuance of an Event of Default, Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender), and fees, except as otherwise provided herein or in the Fee Letter, shall be apportioned ratably among Lenders. All payments shall be remitted to Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, other Collateral received by Agent, shall be appliedapplied ratably among Lenders, ratably, subject to in accordance with the provisions of this Agreement, Agreement as follows: first, to pay any fees, indemnities, fees or expense reimbursements (other than amounts related to Product Obligations) then due to Agent or Lenders from any BorrowerBorrowers; second, to pay interest due from Borrowers in respect of all Loans, including Swingline Loans Loans, Overadvances, and Agent Loans; third, to pay or prepay principal of Swingline Loans and Agent Loans; fourth, to pay or prepay principal of the Revolving Credit Loans Base Rate Portions (other than Swingline Loans and Agent Loans, but including Overadvances) and unpaid reimbursement obligations in respect of Letters of Credit; fifth, to pay principal of LIBOR Portions in the chronological order of expiration of the Interest Periods thereof; sixth, to pay as cash collateral or a Supporting Letter of Credit in an amount to Agent equal to all 102% of the outstanding Letter of Credit Obligations (to be held as cash Collateral for the extent not supported by a Supporting Letter of Credit in such Obligations (in an amount of 105% of the aggregate amount thereofamount); sixthseventh, to the payment of any other Obligation (other than amounts related to Product Obligations) due to the Agent or any Lender by any BorrowerBorrowers (other than Product Obligations); and seventheighth, to pay any amounts owing due to Bank or an Affiliate of Bank in respect of Product ObligationsObligations of the type described in clause (i) of the definition thereof; and ninth, to pay amounts due to Bank, any Affiliate of Bank, or any other Lender in respect of Product Obligations to the extent not covered above. As between Agent and Borrowers, after After the occurrence and during the continuance of an Event of Default, as between Agent and Borrowers, Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisableadvisable to comply with this subsection 3.4.2, notwithstanding any entry by Agent or any Lender upon any of its books and records.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender). All payments shall be remitted to Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, other Collateral received by Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product Obligations) then due to Agent or Lenders from any BorrowerBorrowers; second, to pay interest due from 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 Letter of Credit Obligations to be held as cash Collateral for such Obligations (in an amount of 105% Obligations; sixth, to pay or prepay principal of the aggregate amount thereof)Term Loan; sixthseventh, to pay or prepay principal of the Equipment Loans; eighth, to the payment of any other Obligation (other than amounts related to Product Obligations) due to the Agent or any Lender by any BorrowerBorrowers; and seventhninth, to pay any amounts owing in respect of fees, indemnities or expense reimbursements related to Product Obligations. As between Agent and Borrowers, after After the occurrence and during the continuance of an Event of Default, Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned and distributed by Agent ratably among Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lendertheir respective Revolving Loan Percentages). All payments shall be remitted to Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, other Collateral received by AgentAgent after the occurrence and during the continuation of an Event of Default, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product Obligations) then due to Agent or Lenders from any Borrower; second, to pay interest due from Borrowers Borrower in respect of all Loans, including Swingline Loans and Agent Loans; third, third to pay or prepay principal of Swingline Loans and Agent Loans; fourth, fourth to pay or prepay principal of the Revolving Credit Loans (other than Swingline Loans and Agent Loans) and unpaid reimbursement obligations in respect of Letters of Credit; fifth, to pay an amount to Agent equal to all outstanding Letter of Credit Obligations to be held as cash Collateral for such Obligations (in an amount of 105% of the aggregate amount thereof)Obligations; sixth, sixth to the payment of any other Obligation (other than amounts related to Product Obligations) due to the Agent or any Lender by any BorrowerCo-Borrowers; and seventh, to pay any amounts owing in respect of fees, indemnities or expense reimbursements related to Product Obligations. As between Agent and Borrowers, after the occurrence and during the continuance of an Event of Default, Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among 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 the Lender 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 Respective Borrower's Authorized Officer, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, other any Collateral received by Agentthe Lender, shall be applied, ratably, applied subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Lender from the Borrowers (other than amounts related in connection with Banking Services or Rate Management Obligations), second, to Product Obligations) pay any fees or expense reimbursements then due to Agent the Lender from the Borrowers (other than in connection with Banking Services or Lenders from any Borrower; secondRate Management Obligations), third, to pay interest due from Borrowers in respect of all Loansthe Protective Advances, including Swingline Loans and Agent Loans; thirdfourth, to pay or prepay the principal of Swingline the Protective Advances, fifth, to interest then due and payable on the Term A Loan, sixth, to prepay the scheduled principal installments of the Term A Loan in inverse order of maturity, seventh, to pay interest due in respect of the Revolving Loans and Agent Loans; fourth(other than Protective Advances), eighth, to pay or prepay principal of the Revolving Credit Loans (other than Swingline Loans and Agent LoansProtective Advances) and unpaid reimbursement obligations in respect of Letters of Credit; fifthFacility LCs, ninth, to pay an amount to Agent the Lender equal to one hundred five percent (105%) of the aggregate undrawn face amount of all outstanding Letter Facility LCs and the aggregate amount of Credit Obligations any unpaid reimbursement obligations in respect of Facility LCs, to be held as cash Collateral collateral for such Obligations (in an amount Obligations, tenth, to payment of 105% of the aggregate amount thereof); sixthany amounts owing with respect to Banking Services and Rate Management Obligations, and eleventh, to the payment of any other Secured Obligation (other than amounts related to Product Obligations) due to the Agent or any Lender by the Borrowers. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless a Default is in existence, the Lender shall not apply any Borrower; payment which it receives to any Eurodollar Loan, except (a) on the expiration date of the Interest Period applicable to any such Eurodollar Loan or (b) in the event, and seventhonly to the extent, to that there are no outstanding Floating Rate Loans and, in any event, the Borrowers shall pay any amounts owing the Eurodollar breakage losses in respect of Product Obligationsaccordance with Section 3.4. As between Agent and Borrowers, after the occurrence and during the continuance of an Event of Default, Agent The Lender shall have the continuing and exclusive right to apply 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 Secured 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 held by each Lender and to which such payments relate held by each Lenderrelate) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees and other Obligations payable solely to the Agent and except as provided in Section 11.1(b). All payments shall be remitted to Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific feesmade hereunder, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, Accounts or other Collateral received by Agenthereunder, shall be applied, ratably, applied subject to the provisions of this Agreement and the Intercreditor Agreement and remitted to Agent. After an Event of Default, notwithstanding any other provision in the Loan Documents, but subject to the Intercreditor Agreement, all payments and proceeds shall be applied in the following order: first, to pay any fees, indemnities, indemnities or expense reimbursements (and any other than amounts related to Product Obligations) Obligations then due to any Agent or Lenders any other Agent-Related Person from any BorrowerLoan Party; second, to pay interest pay, ratably, any fees or expense reimbursements then due to the Lenders from Borrowers in respect of all Loans, including Swingline Loans and Agent Loansthe Borrowers; third, to pay or prepay principal of Swingline Loans and Agent Loanspay, ratably, interest then due on the Term Loan; 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 CreditTerm Loan; fifth, to pay an amount to Agent equal to all outstanding Letter of Credit Obligations to be held as cash Collateral for such Obligations (in an amount of 105% of the aggregate amount thereof); sixth, to the payment of any other Obligation (other than amounts related to Product Obligations) due to the Agent or any Lender by any Borrowerthe Borrowers; and seventhsixth, subject to the Intercreditor Agreement, upon request by the Borrowers, to pay any amounts owing in respect of Product Obligationsthe Borrowers. As between Agent and Borrowers, after the occurrence and during the continuance of an Event of Default, The Agent 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, Obligations in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and recordsaccordance with this Agreement.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans held by each Lender and to which such payments relate held by each Lenderrelate) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees and other Obligations payable solely to the Agent and except as provided in Section 11.1(b). All payments shall be remitted to Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific feesmade hereunder, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, Accounts or other Collateral received by Agenthereunder, shall be applied, ratably, applied subject to the provisions of this Agreement and the Intercreditor Agreement and remitted to Agent. After an Event of Default, notwithstanding any other provision in the Loan Documents, but subject to the Intercreditor Agreement, all payments and proceeds shall be applied in the following order: first, to pay any fees, indemnities, indemnities or expense reimbursements (and any other than amounts related to Product Obligations) Obligations then due to any Agent or Lenders any other Agent-Related Person from any BorrowerLoan Party; second, to pay interest pay, ratably, any fees or expense reimbursements then due to the Lenders from Borrowers in respect of all Loans, including Swingline Loans and Agent Loansthe Borrowers; third, to pay or prepay principal of Swingline Loans and Agent pay, ratably, interest then due on the Term Loans; fourth, to pay or prepay principal of the Revolving Credit Loans (other than Swingline Loans and Agent Term Loans) and unpaid reimbursement obligations in respect of Letters of Credit; fifth, to pay an amount to Agent equal to all outstanding Letter of Credit Obligations to be held as cash Collateral for such Obligations (in an amount of 105% of the aggregate amount thereof); sixth, to the payment of any other Obligation (other than amounts related to Product Obligations) due to the Agent or any Lender by any Borrowerthe Borrowers; and seventhsixth, subject to the Intercreditor Agreement, upon request by the Borrowers, to pay any amounts owing in respect of Product Obligationsthe Borrowers. As between Agent and Borrowers, after the occurrence and during the continuance of an Event of Default, The Agent 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, Obligations in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and recordsaccordance with this Agreement.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the applicable Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each applicable Lender) and payments of the fees shall, as applicable, be apportioned ratably among the applicable Lenders, except for fees payable solely to the Administrative Agent and the Letter of Credit Issuer and except as provided in Section 11.1(b). All payments shall be remitted to the Administrative Agent (except as expressly provided herein otherwise) and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific feesfees or expenses, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, Accounts or other Collateral received by the Administrative Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, indemnities or expense reimbursements (other than amounts related to Product Obligations) then due to Agent the Administrative Agent, second, to pay any fees or expense reimbursements then due to the Revolving Lenders from any Borrowerof the Borrowers; secondthird, to pay interest due from Borrowers in respect of all Revolving 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 Credit; fifthsixth, to pay an amount to the Administrative Agent equal to all outstanding Letter of Credit Obligations to be held as cash Collateral collateral for such Obligations (in an amount of 105% of the aggregate amount thereof)Obligations; sixthseventh, to the payment of any other Obligation (other than amounts related the Term Loans, interest thereon, the Term Closing Fee, the Term Facility Fee or fees, indemnities or expense reimbursements relating to Product Obligations) due to the Agent or any Lender by any BorrowerBank Products); and seventheighth, to pay any amounts owing in respect fees, indemnities or expense reimbursements then due to the Bank or any Affiliate of Product Obligations. As between Agent the Bank from any of the Borrowers relating to Bank Products; and Borrowersninth, after the occurrence Revolving Credit Commitments have been terminated and during all Obligations owing to the continuance Revolving Lenders have been paid in full, to pay or prepay principal of and interest owing on the Term Loans and any other Obligations owing to the Term Lenders. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the applicable Borrower, or unless an Event of DefaultDefault has occurred and is continuing, neither the Administrative Agent nor any Revolving Lender shall apply any payments which it receives to any LIBOR Rate Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Revolving Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans owing by the applicable Borrower and, in any event, the Borrowers shall pay LIBOR breakage losses in accordance with Section 4.4. The Administrative Agent and the Revolving Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments 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, notwithstanding any entry by Agent or any Lender upon any of its books and records.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Revolving Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to the Agent and the Letter of Credit Issuers and except as provided in Section 11.1(b). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, Accounts or other Collateral received by 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 Borrowers (other than amounts related to Product Obligations) then due to Agent any fees, indemnities, or Lenders from expense reimbursements arising under any BorrowerBank Product); second, to pay any fees or expense reimbursements then due to the Lenders from the Borrowers (other than any fees or expense arising from any Bank Product); third, to pay interest due from Borrowers in respect of all Loans, including 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 Credit; fifthsixth, to pay an amount to the Agent equal to all outstanding Letter of Credit Obligations to be held as cash Collateral collateral for such Obligations (in an amount of 105% of the aggregate amount thereof)Obligations; sixthand seventh, to the payment of any other Obligation (other than Obligations including any amounts related relating to Product Obligations) Bank Products due to the Agent Agent, any Lender, or any Lender their respective Affiliates by any Borrower; and sevenththe Borrowers. Notwithstanding anything to the contrary contained in this Agreement, to pay any amounts owing in respect of Product Obligations. As between Agent and unless so directed by the Borrowers, after the occurrence and during the continuance of 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 Borrowers shall pay LIBOR breakage losses in accordance with Section 4.4. To the extent not inconsistent with the express terms of this Agreement, the Agent and the Lenders shall have the continuing and exclusive right to 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, 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, except as provided in subsection 3.3.1, Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, indemnities or expense reimbursements (other than any amounts related relating to Product Obligations) Bank Products then due to the Agent or Lenders from any Borrowerthe Borrowers; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrowers; third, to pay interest due from Borrowers in respect of all Loans, including Swingline Ex-Im Bank Guaranteed Loans, 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 Revolving Credit Loans (other than Swingline Ex-Im Bank Guaranteed Loans, Non-Ratable Loans and Agent Loans) 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 the portion originated as or designated as Ex-Im Bank Guaranteed Loans and unpaid reimbursement obligations in respect of Letters of Credit; fifthsixth, to pay an amount to Agent equal to all outstanding Letter of Credit Obligations to be held as cash Collateral collateral for such Obligations (in an amount of 105% Obligations; seventh, to pay or prepay principal of the aggregate amount thereof)portion of the Revolving Loans originated as or designated as Ex-Im Bank Guaranteed Loans; sixthand eighth, to the payment of any other Obligation (other than including any amounts related relating to Product Obligations) Bank Products due to the Agent or any Lender by the Borrowers or any Borrower; and seventh. Notwithstanding anything to the contrary contained in this Agreement, to pay unless so directed by any amounts owing in respect of Product Obligations. As between Agent and BorrowersBorrower, after the occurrence and during the continuance of 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 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 to any portion of the Obligations (i) to correct any misapplication or mistake in the application of such proceeds or payments, and collections received at (ii) to adjust or account for any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry disgorgement by Agent or any Lender upon Lender, or any combination thereof, of its books and recordsany payment or the application of any proceeds received in connection with this Agreement.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender), and payments of the fees, except for fees payable solely to Agent and the Letter of Credit Issuer and except as provided in Section 11.1(b), shall be apportioned 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, except as provided in subsection 3.3.1, Accounts or other Collateral received by Agentthe Agent 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, indemnities or expense reimbursements (other than any amounts related relating to Product Obligations) Bank Products then due to Agent the Agent, the Security Trustee or Lenders from any BorrowerBorrowers; second, to pay any fees or expense reimbursements then due to the Lenders from Borrowers, other than any amounts relating to Bank Products; third, to pay interest due from Borrowers 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 Credit; fifthsixth, 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 collateral for such Obligations (in an amount of 105% of the aggregate amount thereof)Obligations; sixthand eighth, to the payment of any other Obligation (other than including any amounts related relating to Product Obligations) Bank Products due to the Agent or any Lender from Borrowers. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by a Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any BorrowerLender shall apply any payments which it receives (i) to any LIBOR 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, and, in any event, the Borrower shall pay LIBOR breakage losses in accordance with Section 4.4; and seventhprovided, to pay however, that in the case of any amounts owing in respect necessary repayments of Product Obligations. As between LIBOR Rate Loans Agent and BorrowersLenders will, after prior to the occurrence and during the continuance of an Event of Default, apply such payments so as to minimize the amount of any payments required to be made pursuant to 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, 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 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 Letter of Credit Obligations to be held as cash Collateral for such Obligations (in an amount of 105% of the aggregate amount thereof)Obligations; sixth, to the payment of any other Obligation (other than amounts related to Product Obligations) due to the Agent or any Lender by any BorrowerBorrowers; and seventh, to pay any amounts owing in respect of fees, indemnities or expense reimbursements related to Product Obligations. As between Agent and Borrowers, after After the occurrence and during the continuance of an Event of Default, Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records.. 3.5

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 Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of AccountsAccounts or other Collateral, or, except as provided in subsection 3.3.1, other 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 (other than amounts related to Product Obligations) then due to the Agent or Lenders and the Revolving Loan Lender Agent from any Borrowerthe Borrower under this Agreement, the Loan and Security Agreement and the Loan Documents; second, to pay pay, pro rata, any fees or expense reimbursements then due to the Lenders and the Revolving Loan Lenders from the Borrower under this Agreement and the Loan and Security Agreement; third, to pay, pro rata, interest due from Borrowers in respect of all Revolving Loans, including Swingline BANA Loans and Agent Loans; third, to pay or prepay principal of Swingline Loans Advances (as each such term is defined in the Loan and Agent Security Agreement) and Term Loans; fourth, to pay or prepay prepay, pro rata, principal of the BANA Loans, the Agent Advances, Revolving Credit Loans (other than Swingline Loans and Agent Loans) and , unpaid reimbursement obligations in respect of Letters of CreditCredit (as each such term is defined in the Loan and Security Agreement) and Term Loans; and 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); sixthpayment, to the payment pro rata, of any other Obligation (other than amounts related to Product Obligations) or Loan and Security Agreement Obligation due to the Agent Agent, the Revolving Loan Lender Agent, any Lender, the Swap Creditor or any Revolving Loan Lender by any the Borrower; and seventh. (c) Notwithstanding anything to the contrary contained in this Agreement, to pay any amounts owing in respect of Product Obligations. As between Agent and Borrowersunless so directed by the Borrower, after the occurrence and during the continuance of or unless an Event of DefaultDefault is outstanding, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Rate Loan, except (i) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (ii) in the event, and only to the extent, that there are no outstanding Base Rate 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. 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 Loan and collections received at any time or times hereafter by Agent or its agent against the Security Agreement Obligations, in such manner as Agent the case may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and recordsbe.

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 Borrowers in respect of all Revolving Credit 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 (Obligations; sixth, to pay interest due from Borrowers in an amount of 105% respect of the aggregate amount thereof)Incremental Last Out Loan; sixthseventh, to pay or prepay principal of the Incremental Last Out Loan; eighth, to the payment of any other Obligation (other than amounts related to Product Obligations) due to the Agent or any Lender by any Borrower; and seventhninth, to pay any amounts owing in respect of principal, fees, indemnities or expense reimbursements related to Product Obligations. As between Agent and Borrowers, after 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 advisableadvisable (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 Borrowers 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 (in an amount of 105% of the aggregate amount thereof)Obligations; sixth, to the payment of any other Obligation (other than amounts related to Product Obligations) due to the Agent or any Lender by any Borrower; and seventh, to pay any amounts owing in respect of principal, fees, indemnities or expense reimbursements related to Product Obligations. As between Agent and Borrowers, after 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 advisableadvisable (provided that principal, fees, indemnities and expense reimbursements in connection with Product Obligations shall be paid following the payment of all other Obligations), notwithstanding any entry by Agent or any Lender upon any of its books and records.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Revolving Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to the Agent and the Letter of Credit Issuers and except as provided in Section 11.1(b) or 12.14(e). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, Accounts or other Collateral received by Agent, the Agent following the occurrence and during the continuation of any Event of Default shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements then due to the Agent from the Borrowers (other than amounts related to Product Obligations) then due to Agent any fees, indemnities, or Lenders from expense reimbursements arising under any BorrowerBank Product); second, to pay any fees or expense reimbursements then due to the Lenders from the Borrowers (other than any fees or expense arising from any Bank Product); third, to pay interest due from Borrowers in respect of all Loans, including 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 Loans) and Advances), unpaid reimbursement obligations in respect of Letters of Credit, and Pari Passu Bank Product Obligations; fifthsixth, to pay an amount to the Agent equal to all outstanding Letter of Credit Obligations to be held as cash Collateral collateral for such Obligations (in an amount of 105% of the aggregate amount thereof)Obligations; sixthand seventh, to the payment of any other Obligation (other than Obligations including any amounts related relating to Product Obligations) Bank Products due to the Agent Agent, any Lender, or any Lender their respective Affiliates by any Borrower; and seventh, to pay any amounts owing in respect of the Borrowers that are not Pari Passu Bank Product Obligations. As between Agent and Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrowers, after the occurrence and during the continuance of 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 Borrowers shall pay LIBOR breakage losses in accordance with Section 4.4. To the extent not inconsistent with the express terms of this Agreement, the Agent and the Lenders shall have the continuing and exclusive right to 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, notwithstanding any entry by Agent or any Lender upon any of its books and records.

Apportionment, Application and Reversal of Payments. Principal Except as otherwise required pursuant to Section 2.19, principal and interest payments shall be apportioned ratably among the Lenders (according as set forth in this Article II and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to the unpaid principal balance of Agent or the Loans to which such payments relate held by each LenderLC Issuer and except as provided in Section 2.10(c). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, Loans or not constituting payment of specific feesfees as specified by the Borrower, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, other any Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Agent from the Borrower (other than amounts related in connection with Banking Services or Rate Management Obligations), second, to Product Obligations) pay any fees or expense reimbursements then due to Agent or the Lenders from any Borrower; secondthe Borrower (other than in connection with Banking Services or Rate Management Obligations), third, to interest then due and payable on the Term Loans, fourth, to prepay Term Loans, fifth, to pay interest due from Borrowers in respect of all the Non-Ratable Loans, including Swingline sixth, to pay interest due in respect of the Revolving Loans and Agent (other than Non-Ratable Loans; third), seventh, to pay or prepay principal of Swingline Loans and Agent the Non-Ratable Loans; fourth, eighth, to pay or prepay principal of the Revolving Credit Loans (other than Swingline Loans and Agent Non-Ratable Loans) and unpaid reimbursement obligations in respect of Letters of Credit; fifthFacility LCs, ninth, to pay an amount to the Agent equal to one hundred five percent (105%) of the aggregate undrawn face amount of all outstanding Letter Facility LCs and the aggregate amount of Credit Obligations any unpaid reimbursement obligations in respect of Facility LCs, to be held as cash Collateral collateral for such Obligations, tenth, to payment of any amounts owing with respect to Banking Services and Rate Management Obligations (in an amount of 105% of the aggregate amount thereof); sixthowed by a Loan Party to Bank One or its Affiliates and eleventh, to the payment of any other Secured Obligation (other than amounts related to Product Obligations) due to the Agent or any Secured Party by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless a Default is in existence, neither the Agent nor any Lender by shall apply any Borrower; payment which it receives to any Eurodollar Loan, except (a) on the expiration date of the Interest Period applicable to any such Eurodollar Loan or (b) in the event, and seventhonly to the extent, to that there are no outstanding Floating Rate Loans and, in any event, the Borrower shall pay any amounts owing the Eurodollar breakage losses in respect of Product Obligationsaccordance with Section 3.4. As between The Agent and Borrowers, after the occurrence 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 Secured Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender). All payments shall be remitted to Administrative Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of AccountsAccounts and Inventory, or, except as provided in subsection 3.3.1, other Collateral received by Administrative Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product Obligations) then due to Administrative Agent or Lenders from any BorrowerBorrowers; second, to pay interest due from Borrowers in respect of all Loans, including Swingline Loans and Administrative Agent Loans; third, to pay or prepay principal of Swingline Loans and Administrative Agent Loans; fourth, to pay or prepay principal of the Revolving Credit Loans (other than Swingline Loans and Administrative Agent Loans) and unpaid reimbursement obligations in respect of Letters of Credit; fifth, to pay an amount to Administrative Agent equal to all outstanding Letter Obligations in respect of Letters of Credit Obligations to be held as cash Collateral for such Obligations (in an amount of 105% Obligations; sixth, to pay or prepay principal of the aggregate amount thereof)Term Loan; sixthseventh, to the payment of any other Obligation (other than amounts related to Product Obligations) due to the Administrative Agent or any Lender by any BorrowerBorrowers; and seventheighth, to pay any fees, indemnities or expense reimbursements related to, or other amounts owing due to Administrative Agent and any Lender or Affiliate of any such Lender under or in respect of connection with, Product Obligations. As between Agent and Borrowers, after After the occurrence and during the continuance of an Event of Default, Administrative Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Administrative Agent or its agent against the Obligations, in such manner as Administrative Agent may deem advisable, notwithstanding any entry by Administrative Agent or any Lender upon any of its books and records, provided that such application or reapplication shall be consistent with the terms of this subsection 3.4.2.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among 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 Borrowers 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 undrawn Letter of Credit Obligations and Credit Support to be held as cash Collateral collateral for such Obligations (in an amount of 105% of the aggregate amount thereof)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 amounts owing in respect of Product Obligations. As between Agent and Borrowers, after the occurrence and during the continuance of an Event of Default, Agent shall have to pay any amounts relating to Bank Products then due to the continuing exclusive right Lenders and their Bank Product Affiliates in connection with ACH Transactions and cash management (including controlled disbursement) services; ninth, during the continuance of an Event of Default, to apply and reapply pay any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent amounts relating to other Bank Products then due to Xxxxx 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 Except as otherwise provided herein, principal and interest payments shall be apportioned ratably among Lenders the Banks (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender)Bank) and payments of the fees shall be apportioned ratably among the Banks, except for fees payable solely to the Administrative Agent or the Issuer. All payments by or on behalf of the Company or any other Loan Party shall be remitted to the Administrative Agent and all such payments not relating to principal of or interest of on specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, Accounts or other Collateral received by the Administrative Agent, shall be applied, ratably, applied subject to the provisions of this Agreement, : first, to pay any fees, indemnities, indemnities or expense reimbursements (other than amounts related to Product Obligations) then due to Agent or Lenders from any Borrowerof the Administrative Agent; second, to pay any fees, indemnities or expense reimbursements then due to the Banks from the Company; third, to pay interest then due from Borrowers in respect of all Loans, including Swingline Non-Ratable Loans and Administrative Agent Loans; third, to pay or prepay principal of Swingline Loans and Agent LoansAdvances; fourth, to pay or prepay principal of the Revolving Credit Non-Ratable Loans and Administrative Agent Advances; fifth, to pay or prepay principal of the Loans (other than Swingline Non-Ratable Loans and Administrative Agent LoansAdvances) and unpaid reimbursement obligations in respect of Letters of Credit; fifthsixth, to pay an amount to Administrative Agent equal to all outstanding Letter of Credit Obligations to be held as cash Collateral collateral for such Obligations (in an amount of 105% of the aggregate amount thereof)Obligations; sixthand seventh, to the payment of any other Obligation (other than amounts related to Product Obligations) due to the Administrative Agent or any Lender Bank by the Company, including any Borrower; and seventh, amount relating to pay Bank Products then due to the Banks from the Company. At any amounts owing in respect of Product Obligations. As between Agent and Borrowers, after the occurrence and during the continuance of time an Event of DefaultDefault or Unmatured Event of Default exists, the Administrative Agent and the Banks 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, 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 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, except as provided in subsection 3.3.1, Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, firstFIRST, to pay any fees, indemnities, indemnities or expense reimbursements (other than amounts related to Product Obligations) then due to the Agent from any Borrower; SECOND, to pay any fees, indemnities or expense reimbursements then due to the Lenders from any Borrower; secondTHIRD, to pay interest due from Borrowers in respect of all Loans, including Swingline Non-Ratable Loans and Agent LoansAdvances; thirdFOURTH, to pay or prepay principal of Swingline the Non-Ratable Loans and Agent LoansAdvances; fourthFIFTH, 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; fifthSIXTH, to pay an amount to the Agent equal to one hundred and five percent (105%) of all outstanding Letter of Credit Obligations to be held as cash Collateral collateral for such Obligations (in an amount of 105% of the aggregate amount thereof)Obligations; sixthand SEVENTH, to the payment of any other Obligation including any amounts relating to Bank Products due to the Agent, the Bank, any Selected Revolving Lender or any Affiliate of 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 amounts related to Product Obligationsthe Bank) due 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 Agent or any extent that such Selected Revolving Lender by any Borrower; and seventh, to pay any amounts owing in respect of Product Obligations. As between Agent and Borrowers, after the occurrence and during the continuance of an Event of Default, Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records.LS&Co have

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 Borrowers 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 Letter of Credit Obligations obligations of the US Borrowers to be held as cash Collateral collateral for such Obligations (in an amount of 105% of the aggregate amount thereof)obligations; sixth, sixth to the payment of any other Obligation (other than amounts related to Product Obligations) due to any US Agent, Bank or the Agent or any Lender by any BorrowerUS 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 of the foregoing amounts owing 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, 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 specific obligations then due and payable (or prepayable) under and in respect accordance with any provision of Product Obligationsany 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. As between Agent and Borrowers, 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, notwithstanding any entry by Agent or any Lender upon any Obligations of its books and recordsthe US Borrowers.

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 Accounts, or, except as provided in subsection 3.3.1, the 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, or expense reimbursements (other than amounts related to Product Obligations) reimbursements, then due to the Agent from the Borrower, second, to pay any fees or expense reimbursements then due to any of the Lenders from the Borrower, including any Borrower; secondamounts relating to Bank Products, third, to pay interest due from Borrowers in respect of all the Revolving Loans, including Swingline Non-Ratable Loans and Agent Loans; thirdAdvances, to pay or prepay principal of Swingline Loans and Agent Loans; fourth, to pay or prepay principal of the Non-Ratable Loans and the Agent Advances, fifth, to pay or prepay principal of the Revolving Credit Loans (other than Swingline the Non-Ratable Loans and the Agent LoansAdvances) and unpaid reimbursement obligations in respect of Letters of Credit; fifthCredit 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 Letter Letters of Credit Obligations 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 collateral for such Obligations (in an amount of 105% of the aggregate amount thereof); sixthObligations, and seventh, to the payment of any other Obligation (other than amounts related to Product Obligations) due to the Agent or any Lender by any the Borrower; provided however, that proceeds of Term Lender Priority Collateral (including insurance and seventhcondemnation proceeds) shall be applied first to the Term Loan Obligations in accordance with the Term Loan Facility before being applied to the Obligations as provided above. Notwithstanding anything to the contrary contained in this Agreement, to pay any amounts owing in respect of Product Obligations. As between Agent and Borrowersunless so directed by the Borrower, after the occurrence and during the continuance of or unless an Event of DefaultDefault is in existence, neither the Agent nor any Lender shall apply any payment which it receives to any LIBOR Rate Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Revolving Loan, or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans and, in any event, the Borrower shall pay the LIBOR breakage losses in accordance with Section 4.4. The Agent and the Lenders shall have the continuing and exclusive right to 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, 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, the LC Issuer, and the Acceptance Lender, respectively, and except as provided in Section 10.13. 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 any Facility Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this AgreementAgreement (including, the first sentence of Section 2.11(a) and Section 6.32(b)) first, to pay any fees, indemnities, or expense reimbursements (other than including amounts related to Product Obligations) then due to the Agent from the Borrowers, second, to pay any fees or expense reimbursements then due to the Lenders from any Borrower; secondthe Borrowers, third, to pay interest due from Borrowers in respect of all the Revolving Loans, including Swingline Non-Ratable Loans and Agent Loans; thirdCollateral Protection Advances, to pay or prepay principal of Swingline Loans and Agent Loans; fourth, to pay or prepay principal of the Non-Ratable Loans and the Collateral Protection Advances, fifth, to pay or prepay principal of the Revolving Credit Loans (other than Swingline Non-Ratable Loans and Agent Loans) Collateral Protection Advances), unpaid Reimbursement Obligations, and unpaid reimbursement obligations in respect Acceptance Reimbursement Obligations, sixth, during the existence of Letters of Credit; fifthany Default, to pay an amount to the Agent equal to 110% of the aggregate undrawn face amount of all outstanding Letter of Credit Obligations Facility LCs and Acceptances, to be held as cash collateral in the Facility LC/Acceptance Collateral Account for such Obligations (in an amount of 105% Obligations, seventh, to the payment of the aggregate amount thereof); sixthTerm Loans B as specified in the following sentence, eighth, to payment of any amounts owing with respect to Banking Services, and ninth, to the payment of any other Obligation (other than amounts related to Product Obligations) due to the Agent or any Lender by the Borrowers; provided that any Borrower; payment received from or proceeds of Facility Collateral of (a) any Canadian Obligated Party shall be applied only to the Canadian Obligations and seventh(b) any U.K. Obligated Party shall be applied only to the U.K. Obligations. With respect to any payments due on the Term Loans B, such payments shall be applied ratably, subject to the provisions of this Agreement, first, to pay any amounts owing interest due in respect of Product Obligationsthe Term Loans B and second, to pay or prepay principal of the Term Loans B, with any prepayment amount being applied to scheduled installments of the Term Loans B in the inverse order of maturity. As between Notwithstanding anything to the contrary contained in this Agreement, unless so directed by a Borrower, or unless a Default is in existence, neither the Agent nor any Lender shall apply any payment which it receives to any Eurodollar Loan, except (y) on the expiration date of the Interest Period applicable to any such Eurodollar Loan or (z) in the event, and only to the extent, that there are no outstanding Floating Rate Loans and, in any event, the Borrowers shall pay the Eurodollar breakage losses in accordance with Section 3.4. Subject to the first sentence of Section 2.11(a), the Agent and Borrowers, after the occurrence 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, 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). 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 Borrowers 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 Letter of Credit Obligations of such Borrower to be held as cash Collateral collateral for such Obligations (in an amount of 105% Obligations; SIXTH, to pay or prepay principal of the aggregate amount thereof)Term Loans owed by such Borrower; sixthSEVENTH, 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 amounts owing fees, indemnities or expense reimbursements related to Bank Products due to the Agent from the applicable Borrower. Notwithstanding the foregoing, until the Term Loans have been paid in full, proceeds of the Term Loan Collateral shall be applied FIRST to pay any fees, indemnities or expense reimbursements relating to the Term Loans or the Term Loan Collateral then due to the Agent or the Lenders from FMC; SECOND, to pay interest due from FMC in respect to the Term Loans; THIRD, to pay or prepay principal of Product Obligationsthe Term Loans; and FOURTH, to all other Obligations in accordance with the preceding sentence. As between Agent and BorrowersNotwithstanding anything to the contrary contained in this Agreement, after unless so directed by the occurrence and during the continuance of applicable 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 applicable Borrower 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, 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 Borrowers 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 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 thereofBank Products); sixth, to the payment cash collateralize all outstanding Letters of any other Obligation (other than amounts related to Product Obligations) due to the Agent or any Lender by any BorrowerCredit; and seventh, to pay any all other Obligations constituting principal not provided for above (excluding amounts owing relating to Bank Products); and eighth, to pay all Obligations in respect of Product Bank Products then due to the Administrative Agent or any Affiliate of the Administrative Agent; and ninth, to pay all other Obligations. As between Agent and Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrowers, after the occurrence and during the continuance of 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, 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 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 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 Letter of Credit LC Obligations to be held as cash Collateral for such Obligations (in an amount of 105% of the aggregate amount thereof)Obligations; sixth, to the payment of any other Obligation (other than amounts related to Product Obligations) due to the Agent or any Lender by any BorrowerBorrowers; and seventh, to pay any amounts owing in respect of fees, indemnities or expense reimbursements related to Product Obligations. As between Agent and Borrowers, after After the occurrence and during the continuance of an Event of Default, Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records; provided, however, that such payments and collection shall only be applied to fees, indemnities or expense reimbursements related to Product Obligations after all other Obligations have been paid in full.

Apportionment, Application and Reversal of Payments. Principal 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 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 Letter of Credit Obligations to be held as cash Collateral for such Obligations (in an amount of 105% of the aggregate amount thereof)Obligations; sixth, to the payment of any other Obligation (other than amounts related to Product Obligations) due to the Agent or any Lender by any BorrowerBorrowers; and seventh, to pay any amounts owing in respect of fees, indemnities or expense reimbursements related to Product Obligations. As between Agent and Borrowers, after After the occurrence and during the continuance of an Event of Default, Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the 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 payable solely to Agent and the Letter of Credit Issuer and except as provided in Section 11.1(b), shall be apportioned 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, except as provided in subsection 3.3.1, Accounts or other Collateral received by the Agent, 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, indemnities or expense reimbursements (other than any amounts related relating to Product Obligations) Bank Products then due to the Agent or the Lenders from any the Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower, other than any amounts relating to Bank Products; third, to pay interest due from Borrowers 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 Credit; fifthsixth, 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 collateral for such Obligations (in Obligations; eighth, to the payment of any outstanding obligations of Borrower under the International Guaranty; ninth, if an amount Event of 105% Default has occurred and is continuing, to be held as cash collateral for any contingent obligations of Borrower under the aggregate amount thereof)International Guaranty; sixthand tenth, to the payment of any other Obligation (other than including any amounts related relating to Product Obligations) Bank Products due to the Agent or any Lender by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any BorrowerLender shall apply any payments which it receives (i) to any LIBOR 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, and, in any event, the Borrower shall pay LIBOR breakage losses in accordance with Section 4.4; and seventhprovided, to pay however, that in the case of any amounts owing in respect necessary repayments of Product Obligations. As between LIBOR Rate Loans Agent and BorrowersLenders will, after prior to the occurrence and during the continuance of an Event of Default, apply such payments so as to minimize the amount of any payments required to be made pursuant to 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, notwithstanding any entry by Agent or any Lender upon any of its books and records.

Apportionment, Application and Reversal of Payments. Principal Aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the 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, except as provided in subsection 3.3.1, Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, indemnities or expense reimbursements (other than amounts related to Product Obligations) then due to the Agent or Lenders from any Borrowerof the Borrowers; second, to pay interest any fees or expense reimbursements then due to the Lenders from Borrowers in respect any of all Loans, including Swingline Loans and Agent Loansthe Borrowers; third, to pay or prepay principal interest due in respect of Swingline all Revolving Loans, including ASB Loans and Agent LoansAdvances; fourth, to pay or prepay principal of the ASB Loans and Agent Advances; fifth, to pay or prepay principal of the Revolving Credit Loans (other than Swingline ASB Loans and Agent LoansAdvances) 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); and sixth, to the payment of any other Obligation (other than amounts related to Product Obligations) Obligations due to the Agent or any Lender by any Borrower; and seventhof the Borrowers. The Agent shall promptly distribute to each Lender, pursuant to pay any amounts owing the applicable wire transfer instructions received from each Lender in respect of Product Obligationswriting, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.2(j). As between The Agent and Borrowers, after the occurrence 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, 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 Borrowers 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 Letter of Credit Obligations LC and Acceptance Amount to be held by Administrative Agent as cash Collateral for such Obligations; SIXTH, to pay all Obligations constituting Product Obligations described in clauses (in i), (ii) and (iii) of the definition of such term up to an amount not to exceed $7,500,000 plus the amount of 105% 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 aggregate definition of such term up to an amount thereof)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; sixthSEVENTH, 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 including, any remaining Obligations constituting or related to Product Obligations. In setting the reserve for Product Obligations described in clause (iv) due to of the Agent or any Lender by any Borrower; and seventh, to pay any amounts owing in respect definition of Product Obligations. As between Agent and Borrowers, after Obligations (as contemplated in the occurrence and during the continuance later part of an Event 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, notwithstanding any entry by Agent or any Lender upon any of its books and recordsa clause (iv) Product Obligation.

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 AccountsAccounts or other Collateral, or, except as provided in subsection 3.3.1, other 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 (other than amounts related to Product Obligations) then due to the Agent or Lenders and the Revolving Loan Lender Agent from any Borrowerthe Borrower under this Agreement and the Loan and Security Agreement; second, to pay pay, pro rata, any fees or expense reimbursements then due to the Lenders and the Revolving Loan Lenders from the Borrower under this Agreement and the Loan and Security Agreement; third, to pay, pro rata, interest due from Borrowers in respect of all Revolving Loans, including Swingline BABC Loans and Agent Loans; thirdAdvances (as each such term is defined in the Loan and Security Agreement), to pay or prepay principal of Swingline Term Loans and Agent CAPEX Loans; fourth, to pay or prepay prepay, pro rata, principal of the Revolving Credit Loans (other than Swingline BABC Loans and the Agent Advances, Revolving Loans) and , unpaid reimbursement obligations in respect of Letters of CreditCredit (as each such term is defined in the Loan and Security Agreement), Term Loans and CAPEX Loans; and 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); sixthpayment, to the payment pro rata, of any other Obligation (other than amounts related to Product Obligations) or Loan and Security Agreement Obligation due to the Agent Agent, the Revolving Loan Lender Agent, any Lender or any Revolving Loan Lender by any the Borrower; and seventh. Notwithstanding anything to the contrary contained in this Agreement, to pay any amounts owing in respect of Product Obligations. As between Agent and Borrowersunless so directed by the Borrower, after the occurrence and during the continuance of or unless an Event of DefaultDefault is outstanding, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Rate Loan, except (i) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (ii) in the event, and only to the extent, that there are no outstanding Base Rate 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. 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 Loan and collections received at any time or times hereafter by Agent or its agent against the Security Agreement Obligations, in such manner as Agent the case may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and recordsbe.

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 shall be identified by a Borrower as to Loans requested by a particular Borrower. 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, except as provided in subsection 3.3.1, Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, indemnities or expense reimbursements (other than amounts related to Product Obligations) then due to the Agent or Lenders from any Borrowerthe Borrowers; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrowers; third, to pay interest due from Borrowers in respect of all Loans, including Swingline BABC 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 BABC Loans and Agent Loans) and unpaid reimbursement obligations in respect of Letters of CreditAdvances; 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% or prepay principal of the aggregate amount thereofLoans (other than BABC Loans and Agent Advances); and sixth, to the payment of any other Obligation (other than amounts related to Product Obligations) due to the Agent or any Lender by any Borrower; and sevenththe Borrowers. The Agent shall promptly distribute to each Lender, pursuant to pay any amounts owing the applicable wire transfer instructions received from each Lender in respect of Product Obligationswriting. As between The Agent and Borrowers, after the occurrence 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, 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 Borrowers 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 Letter of Credit Obligations to be held as cash Collateral for such Obligations (in an amount of 105% of the aggregate amount thereof)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 the Agent or any Lender by any Borrower; and seventheighth, to pay any amounts owing in respect of fees, indemnities or expense reimbursements related to Product Obligations. As between Agent and Borrowers, after After the occurrence and during the continuance of an Event of Default, Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records. All Loans to Constitute One Obligation. The Loans and LC Guarantees shall constitute one general Obligation of Borrower, and shall be secured by Agent’s Lien upon all of the Collateral.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned 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, except as provided in subsection 3.3.1, Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, indemnities or expense reimbursements (other than amounts related to Product Obligations) then due to the Agent or Lenders from any Borrowerthe Borrowers; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrowers; third, to pay interest due from Borrowers in respect of all Loans, including Swingline Ex-Im Bank Revolving Loans, 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 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 LoansAdvances) and unpaid reimbursement obligations in respect of Letters of Credit; fifthsixth, to pay an amount to Agent equal to all outstanding Letter of Credit Obligations to be held as cash Collateral collateral for such Obligations (in an amount of 105% of the aggregate amount thereof)Obligations; sixthand seventh, to the payment of any other Obligation (other than including any amounts related relating to Product Obligations) Bank Products due to the Agent or any Lender or any affiliate of a Lender by any Borrower; and seventh. Notwithstanding anything to the contrary contained in this Agreement, to pay any amounts owing in respect of Product Obligations. As between Agent and Borrowersunless so directed by a Borrower, after the occurrence and during the continuance of 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 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, 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). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts, or, or except as provided in subsection 3.3.1set forth below with respect to Term Loan Collateral, other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product ObligationsBank Products) then due to the Agent or the Lenders from any Borrowerthe Borrowers; second, to pay interest due from Borrowers such Borrower in respect of all Loans, including Swingline Non-Ratable Loans and Agent LoansAdvances; third, to pay or prepay principal of Swingline the Non-Ratable Loans and Agent LoansAdvances owed by the Borrowers; fourth, 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; 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 the Borrowers to be held as cash Collateral collateral for such Obligations (in an amount of 105% Obligations; sixth, to pay or prepay, ratably, principal of the aggregate amount thereof)Term Loan owed by the Borrowers; sixthseventh, 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; the Borrowers and seventheighth, to pay any amounts owing fees, indemnities or expense reimbursements related to Bank Products due to the Agent from the Borrowers. Notwithstanding the foregoing, until the Term Loan has been paid in full, proceeds of the Term Loan Collateral shall be applied first to pay, ratably, any fees, indemnities or expense reimbursements relating to the Term Loan or the Term Loan Collateral then due to the Agent or the Lenders; second, to pay, ratably, interest due from FMC in respect to the Term Loan; third, to pay or prepay principal of Product Obligationsthe Term Loan; and fourth, to all other Obligations in accordance with the preceding sentence. As between Agent and Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the applicable Borrowers, after 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 in accordance with Section 4.4. Upon the occurrence and during the continuance continuation of an Event of DefaultDefault and, prior thereto in order to correct any error, the Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments 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, notwithstanding any entry by Agent or any Lender upon any of its books and records.

Apportionment, Application and Reversal of Payments. Principal Subject to the terms of the Intercreditor Agreement, principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Loans to which such payments relate held by each Lender)) 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 Subject to the terms of the Intercreditor Agreement, all payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Revolving Loans, or not constituting payment of specific fees, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, any Borrower's Accounts or any other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, first to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product Obligations) then due to Agent the Agent, second to pay any fees, indemnities, or expense reimbursements then due to the Lenders from any Borrower; secondthe Borrowers, third to pay interest due from Borrowers in respect of all the Revolving Loans, including Swingline Non-Ratable Loans and Agent Loans; thirdAdvances, fourth to pay or prepay principal of Swingline the Non-Ratable Loans and the Agent Loans; fourthAdvances, 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 Credit; fifth, sixth to pay an amount to the Agent equal to all outstanding Letter of Credit Obligations to be held as cash Collateral collateral for such Obligations (in an amount of 105% of Obligations, seventh to pay any amounts relating to Bank Products then due to the aggregate amount thereof); sixthBank from the Borrowers, and eighth to the payment of any other Obligation (other than amounts related to Product Obligations) due to the Agent or any Lender by any the Borrowers. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by a Borrower; and seventh, to pay any amounts owing in respect of Product Obligations. As between Agent and Borrowers, after the occurrence and during the continuance of or unless an Event of DefaultDefault is in existence, neither the Agent nor any Lender shall apply any payment which it receives to any LIBOR Rate Revolving Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Revolving Loan or (b) in the event, and only to the extent, that there are no outstanding Base Rate Revolving Loans and, in any event, the Borrowers shall pay the LIBOR breakage losses in accordance with Section 4.4. The Agent and the Lenders shall have the continuing and exclusive right to 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, notwithstanding any entry by Agent or any Lender upon any of its books and records.

Apportionment, Application and Reversal of Payments. Principal Aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Revolving Loans to which such payments relate held by each Lender) and payments of the fees shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to Administrative Agent and the Letter of Credit Issuer and except as provided in SECTION 11.1(b). All payments shall be remitted to the Administrative Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts, or, except as provided in subsection 3.3.1, Accounts or other Collateral received by the Administrative Agent, shall be applied, ratably, subject to the provisions of this Agreement, firstFIRST, to pay any fees, indemnities, indemnities or expense reimbursements (other than including any amounts related relating to Product Obligations) Bank Products then due to the Administrative Agent from the Borrowers; SECOND, to pay any fees or expense reimbursements then due to the Lenders from any Borrowerthe Borrowers; secondTHIRD, to pay interest due from Borrowers 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 the Brazilian Letter of Credit Obligations to be held Cash Collateral Account or as cash Collateral for such Obligations (a reduction in an amount the Brazilian Letter of 105% Credit Reserve, in the discretion of the aggregate amount thereofParent, if no Event of Default exists, or otherwise, of the Administrative Agent, and then to Term Loan (UK)); sixthand SEVENTH, to the payment of any other Obligation (including any amounts relating to Bank Products other than amounts related to Product Obligations) due covered by clause FIRST above. Notwithstanding anything to the Agent or any Lender contrary contained in this Agreement, unless so directed by any Borrower; and seventh, to pay any amounts owing in respect of Product Obligations. As between Agent and the Borrowers, after the occurrence and during the continuance of 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, 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). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Loans, or not constituting payment of specific fees, and all proceeds of Accounts, or, or except as provided in subsection 3.3.1set forth below with respect to Term Loan Collateral, other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements (other than amounts related to Product ObligationsBank Products) then due to the Agent or the Lenders from any the applicable Borrower; second, to pay interest due from Borrowers such Borrower in respect of all Loans, including Swingline Non-Ratable Loans and Agent LoansAdvances; third, to pay or prepay principal of Swingline the Non-Ratable Loans and Agent LoansAdvances owed by such Borrower; fourth, 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; fifth, if an Event of Default has occurred and is continuing to pay an amount to the Agent equal to all outstanding Letter of Credit Obligations of such Borrower to be held as cash Collateral collateral for such Obligations (in an amount of 105% Obligations; sixth, to pay or prepay principal of the aggregate amount thereof)Term Loan owed by such Borrower; sixthseventh, 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 amounts owing 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 expense reimbursements relating to the Term Loan or the Term Loan Collateral then due to the Agent or the Lenders from FMC; second, to pay interest due from FMC in respect to the Term Loan; third, to pay or prepay principal of Product Obligationsthe Term Loan; and fourth, to all other Obligations in accordance with the preceding sentence. As between Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the applicable Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any LIBOR Rate Loan, except (a) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan, or (b) in the event, and Borrowersonly to the extent, after that there are no outstanding Base Rate Loans and, in any event, the applicable Borrower shall pay LIBOR breakage losses in accordance with Section 4.4. Upon the occurrence and during the continuance continuation of an Event of DefaultDefault and, prior thereto in order to correct any error, the Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments 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, notwithstanding any entry by Agent or any Lender upon any of its books and records.