Common use of Apportionment of Payments Clause in Contracts

Apportionment of Payments. Except as otherwise provided in subsection 2.12, aggregate principal and interest payments in respect of Revolving Loans shall be apportioned among all outstanding Revolving Loans to which such payments relate, in each case proportionately to the Revolving Lenders’ respective Pro Rata Shares; provided, that all payments in respect of Revolving Loans shall first be applied in the following priority to repay any amounts owing to (i) first, Swing Line Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b) or (B) purchase a risk participation in an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c), and (ii) second, Issuing Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Loans remaining after the application of the foregoing proviso shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing proviso attributable to such Defaulting Lender. Except as otherwise provided in subsection 2.12 , Administrative Agent shall promptly distribute to each Revolving Lender, at the account specified in the payment instructions delivered to Administrative Agent by such Lender, its Pro Rata Share of all such payments received by Administrative Agent and the commitment fees and letter of credit fees of such Lender, if any, when received by Administrative Agent pursuant to subsections 2.3 and 3.2. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafter.

Apportionment of Payments. Except as otherwise provided in subsection 2.12, aggregate Aggregate principal and interest payments (including prepayments) in respect of Term Loans and Revolving Loans shall be apportioned among all outstanding Revolving Loans to which such payments relate, in each case proportionately to the Revolving Lenders’ respective Pro Rata Shares; provided, provided that all payments in respect of Revolving Loans shall first be applied in the following priority to repay any amounts owing to (i) first, Swing Line Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b) or (B) purchase a risk participation in an assignment of an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c), and (ii) second, Issuing Lender Lenders due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Loans remaining after the application of the foregoing proviso shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing proviso attributable to such Defaulting Lender. Except as otherwise provided in subsection 2.12 , 3.3C. Administrative Agent shall promptly distribute to each Revolving Lender, at the account specified in the payment instructions delivered to Administrative Agent by such Lender, its Pro Rata Share of all such payments received by Administrative Agent and the commitment fees and letter of credit fees of such Lender, if any, when received by Administrative Agent pursuant to subsections 2.3 and 3.2. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafter.

Apportionment of Payments. Except as otherwise provided in subsection 2.12, aggregate Aggregate principal and interest payments in respect of Term Loans and Revolving Loans shall be apportioned among all outstanding Revolving Loans to which such payments relate, in each case proportionately to the Revolving Lenders’ respective Pro Rata Shares; provided, that all payments in respect of Revolving Loans shall first be applied in the following priority to repay any amounts owing to (i) first, Swing Line Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b) or (B) purchase a risk participation in an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c), and (ii) second, Issuing Lender Lenders due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Loans remaining after the application of the foregoing proviso shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing forgoing proviso attributable to such Defaulting Lender. Except as otherwise provided in subsection 2.12 , Administrative Agent shall promptly distribute to each Revolving Lender, at the account specified in the payment instructions delivered to Administrative Agent by such Lender, its Pro Rata Share of all such payments received by Administrative Agent and the commitment fees and letter of credit fees of such Lender, if any, when received by Administrative Agent pursuant to subsections 2.3 and 3.2. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafter.account

Apportionment of Payments. Except as otherwise provided in subsection 2.12, aggregate Aggregate principal and interest payments in respect of the Term Loans and Revolving Loans shall be apportioned among all outstanding Revolving Loans to which such payments relate, in each case proportionately to the Revolving Lenders’ respective Pro Rata Shares; provided, provided that all payments in respect of Revolving Loans shall first be applied in the following priority to repay any amounts amount owing to (ia) first, Swing Line Lenders proportionately to the aggregate outstanding principal amount of the Swing Line Loans of each Swing Line Lender due to the failure of any Revolving Lender to (A1) fund a Revolving Loan for the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b2.1A(iv)(b) or (B2) purchase a risk participation in an assignment of an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c2.1A(iv)(c), and (iib) second, Issuing Lender due to the failure of any Revolving Lender to (A1) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Revolving Letter of Credit pursuant to subsection 3.3B or (B2) fund a participation in any such unreimbursed Revolving Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Loans remaining after the application of the foregoing proviso shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing proviso attributable to such Defaulting Lender. Except as otherwise provided in subsection 2.12 , 3.3C. Administrative Agent shall promptly distribute to each Revolving Lender, at the account specified in the payment instructions delivered to Administrative Agent by such Lender, its Pro Rata Share of all such payments received by Administrative Agent and the commitment fees and letter of credit fees of such Lender, if any, when received by Administrative Agent pursuant to subsections 2.3 and 3.2. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafter.

Apportionment of Payments. Except as otherwise provided in subsection 2.12, aggregate Aggregate principal and interest payments in respect of Term Loans and Revolving Loans and, to the extent payments are made by Borrowers after payments have been made by Lenders pursuant to subsection 2.8E, payments in respect of Letters of Credit, shall be apportioned among the Term Loans, Revolving Loans and Letters of Credit to which such payments relate, and payments of the aggregate facility fees and Letter of Credit commissions shall be apportioned ratably among Lenders, in each case proportionally to their respective Pro Rata Shares. All principal and interest payments in respect of the Domestic Overdraft Account shall be transferred to and retained by Administrative Agent; PROVIDED that Administrative Agent shall distribute to each Lender that has purchased a participation in amounts due with respect to the Domestic Overdraft Account pursuant to subsection 2.1B such Lender's Pro Rata Share of any payments subsequently received by Administrative Agent in respect of such amounts due with respect to the Domestic Overdraft Account. All principal and interest payments in respect of any Offshore Overdraft Account shall be transferred to and retained by the relevant Offshore Overdraft Account Provider; PROVIDED that such Offshore Overdraft Account Provider shall transfer to the Administrative Agent that portion of any payments subsequently received by such Offshore Overdraft Account Provider in respect of amounts due with respect to such Offshore Overdraft Account necessary to permit Administrative Agent to distribute to each Lender that has purchased a participation in such amounts due pursuant to subsection 2.1D such Lender's Pro Rata Share of such payments. Aggregate principal and interest payments in respect of Offshore Loans shall be apportioned among all outstanding Revolving the Offshore Loans to which such payments relate, in each case proportionately proportionally to the Revolving relevant Lenders’ ' respective Pro Rata Shares; provided. Subject to the provisions of subsection 2.4B relating to amounts received by the UK Administrative Agent and to the last sentence of subsection 2.8E, that all payments in respect of Revolving Loans shall first be applied Administrative Agent (or, in the following priority case of payments received by any Issuing Lender from a Borrower after payments have been made to repay any amounts owing to (i) first, Swing Line such Issuing Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any Refunded Swing Line Loan by Lenders pursuant to subsection 2.1A(iii)(b2.8E, such Issuing Lender) or (B) purchase a risk participation in an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c), and (ii) second, Issuing Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Loans remaining after the application of the foregoing proviso shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing proviso attributable to such Defaulting Lender. Except as otherwise provided in subsection 2.12 , Administrative Agent shall promptly distribute to each Revolving Lender, at its primary address set forth below its name on the account specified in the payment instructions delivered to Administrative Agent by appropriate signature page hereof or at such Lenderother address as any Lender may request, its Pro Rata Share share of all such payments in respect of Term Loans, Revolving Loans, Letters of Credit, the Domestic Overdraft Account, the Offshore Overdraft Accounts and Offshore Loans received by Administrative Agent (or such Issuing Lender) and the commitment fees and letter of credit facility fees of such Lender, if any, Lender when received by Administrative Agent pursuant to subsections 2.3 and 3.2. subsection 2.3B. Notwithstanding the foregoing provisions of this subsection 2.4C(iii2.4C, (i) with respect to any Lender which fails to fund the purchase all or any part of its participation in a Letter of Credit as required by subsection 2.8C, its participation in the Domestic Overdraft Amount as required under subsection 2.1B or its participation in an Offshore Overdraft Amount as required under subsection 2.1D (such Lender being a "DEFAULTING PARTICIPATING LENDER"), all amounts which would otherwise be payable or allocable to such Defaulting Participating Lender under this subsection 2.4C shall instead be paid by Administrative Agent to the Issuing Lender (in the case of a failure to fund the purchase of a participation in a Letter of Credit under subsection 2.8E), Administrative Agent (in the case of a failure to fund the purchase of a participation in the Domestic Overdraft Amount under subsection 2.1B) or the applicable Offshore Overdraft Account Provider (in the case of a failure to fund a purchase of a participation in an Offshore Overdraft Amount under subsection 2.1D) (each, a "RECIPIENT"), until such Recipient has received, either pursuant to this proviso or otherwise from such Defaulting Participating Lender, an amount equal to the amount such Defaulting Participating Lender failed to so fund PLUS interest at the customary rate set by such Recipient for the correction of errors among banks for three Business Days and thereafter at the Base Rate plus the Applicable Base Rate Margin (and in the case such Defaulting Participating Lender is a Defaulting Participating Lender with respect to more than one Recipient, such amounts shall be paid to such Recipients ratably in accordance with amounts owed to such Recipients by such Defaulting Participating Lender); (ii) if, pursuant to the provisions of subsection 2.6C2.6D, any Notice of Borrowing or Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafterthereafter and (iii) after the occurrence of an Event of Default and acceleration of the maturity of the Loans and amounts available for drawing under Letters of Credit as provided in Section 7, Administrative Agent shall apportion all payments received by it in the manner specified in Section 7.

Apportionment of Payments. Except as otherwise provided in subsection 2.12, aggregate Aggregate principal and interest payments (including prepayments) in respect of Term Loans and Revolving Loans shall be apportioned among all outstanding Revolving Loans to which such payments relate, in each case proportionately to the Revolving Lenders’ respective Pro Rata Shares; provided, provided that all payments in respect of Revolving Loans shall first be applied in the following priority to repay any amounts owing to (i) first, Swing Line Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b) or (B) purchase a risk participation in an assignment of an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c), and (ii) second, Issuing Lender Lenders due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Loans remaining after the application of the foregoing proviso shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing proviso attributable to such Defaulting Lender. Except as otherwise provided in subsection 2.12 , 3.3C. Administrative Agent shall promptly distribute to each Revolving Lender, at the account specified in the payment instructions delivered to Administrative Agent by such Lender, its Pro Rata Share of all such payments received by Administrative Agent and the commitment fees and letter Letter of credit Credit fees of such Lender, if any, when received by Administrative Agent pursuant to subsections 2.3 and 3.2. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafter.

Apportionment of Payments. Except as otherwise provided in subsection 2.12, aggregate Aggregate principal and interest payments in respect of Revolving Loans shall be apportioned among all outstanding Revolving Loans to which such payments relate, in each case proportionately to the Revolving Domestic Lenders’ ' respective Pro Rata Shares or Canadian Lenders' respective Pro Rata Shares, as applicable, of such Loans; provided, provided that all (i) payments of principal in respect of the Working Capital Revolving Loans shall first be applied in the following priority to repay any amounts owing to (i) first, Swing Line Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b2.4C(iii)(g) or shall be applied to reduce the outstanding Working Capital Revolving Loans of Daily Funding Lender (B) purchase a risk participation in an unpaid Swing Line Loan subject to settlement pursuant to subsection 2.1A(iii)(c), 2.1D) prior to application to the outstanding Working Capital Revolving Loans of any other Domestic Lender and (ii) second, Issuing Lender due payments of interest in respect of Working Capital Revolving Loans which are Base Rate Loans shall be apportioned ratably among Domestic Lenders in proportion to the failure average daily amount of any Revolving such Base Rate Loans of each Domestic Lender to (A) fund a Revolving Loan for outstanding during the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation period in any which such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Loans remaining after the application of the foregoing proviso interest shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing proviso attributable to such Defaulting Lenderhave accrued. Except as otherwise provided in subsection 2.12 , Administrative Agent shall promptly distribute to each Revolving Domestic Lender, at its primary address set forth below its name on the account specified in the payment instructions delivered to Administrative Agent by appropriate signature page hereof or at such Lenderother address as such Lender may request, its Pro Rata Share of all such payments received by Administrative Agent in respect of Domestic Loans and the commitment fees and letter of credit fees of such Lender, if any, Lender when received by Administrative Agent pursuant to subsections 2.3 and 3.2subsection 2.3. Agent or Canadian Agent, as applicable, shall promptly distribute to each Canadian Lender, at its primary address set forth below its name on the appropriate signature page hereof or at such other address as such Lender may request, its Pro Rata Share of all such payments received by Agent or Canadian Agent, as applicable, in respect of Canadian Loans. Notwithstanding the foregoing provisions of this subsection 2.4C(iii2.3C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Conversion/ Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans or Canadian Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Eurodollar Rate Loans or Canadian Eurodollar Rate Loans, Administrative as applicable, Agent shall give effect thereto in apportioning interest payments received thereafter.

Apportionment of Payments. Except (i) Subject to the provisions of SECTION 3.02(b)(ii) and (iv), except as otherwise provided in subsection 2.12, aggregate herein (A) all payments of principal and interest payments in respect of Revolving Loans shall be apportioned among all outstanding Revolving Loans to which such payments relateunder any Credit Facility, in each case proportionately to the Revolving Lenders’ respective Pro Rata Shares; provided, that and all payments in respect of Revolving Loans Reimbursement Obligations under any Credit Facility, shall first be applied allocated among such of the Lenders and Issuing Bank as are entitled thereto, in the following priority proportion to repay any amounts owing to (i) first, Swing Line Lender due to the failure their respective Pro Rata Shares of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b) or such Credit Facility and (B) purchase all payments of fees and all other payments in respect of any other Obligation shall be allocated among such of the Lenders and Issuing Bank as are entitled thereto, in proportion to their respective Pro Rata Shares of the applicable Credit Facility (if such Obligation relates to such Credit Facility) or otherwise in proportion to their respective Pro Rata Shares of all the Credit Facilities. All such payments and any other proceeds of Collateral or other amounts received by the Administrative Agent from or for the benefit of a risk participation in an unpaid Swing Line Loan Borrower shall be applied FIRST, to pay principal of and interest on any portion of the Loans made to such Borrower which the Administrative Agent may have advanced pursuant to subsection 2.1A(iii)(c)the express provisions of this Agreement on behalf of any Lender other than the Lender then acting as Administrative Agent, for which the Administrative Agent has not then been reimbursed by such Lender or such Borrower, SECOND, to pay principal of and interest on any Protective Advance made to such Borrower for which the Administrative Agent has not then been paid by such Borrower or reimbursed by the Lenders, THIRD, to pay Loans of such Borrower as set forth below and to pay all other Obligations of such Borrower then due and payable and FOURTH, to such Borrower's Concentration Account, or if demand under SECTION 11.02(b) has been made, such Borrower's Cash Collateral Account, in each case, for the currency in which such payment is denominated, to be held as Cash Collateral in accordance with this Agreement, or if the Administrative Agent consents in its sole discretion, to a Disbursement Account designated by the applicable Borrower. Except as set forth in SECTIONS 3.01(a) and (b) and unless otherwise designated by the Domestic Borrowers, all principal payments made by any Domestic Borrower in respect of outstanding Swing Loans or Revolving Loans of such Domestic Borrower, as the case may be, shall be applied FIRST, to the outstanding Swing Loans and SECOND, to the outstanding Revolving Loans of such Domestic Borrower, in each case, FIRST, to repay outstanding Floating Rate Loans, and THEN to repay outstanding Fixed Rate Loans with Interest Periods then expiring. Except as set forth in SECTIONS 3.01(a) and (iib) secondand unless otherwise designated by the Multicurrency Borrowers, Issuing Lender due all principal payments made by any Multicurrency Borrower in respect of outstanding Overdraft Loans or Revolving Loans of such Multicurrency Borrower, as the case may be, shall be applied FIRST, to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Loans remaining after with Interest Periods then expiring and SECOND to the application of the foregoing proviso shall be allocated to each Revolving Lender, excluding Defaulting Lendersoutstanding Overdraft Loans, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing proviso attributable to such Defaulting Lender. Except as otherwise provided in subsection 2.12 case, Administrative Agent shall promptly distribute to each Revolving Lender, at the account specified denominated in the payment instructions delivered to Administrative Agent by such Lender, its Pro Rata Share of all such payments received by Administrative Agent and the commitment fees and letter of credit fees Specified Foreign Currency of such Lender, if any, when received by Administrative Agent pursuant to subsections 2.3 and 3.2. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafterpayment.

Apportionment of Payments. Except as otherwise provided in subsection 2.12, aggregate Aggregate principal and interest payments in respect of Term Loans and Revolving Loans shall be apportioned among all outstanding Revolving Loans to which such payments relate, in each case proportionately to the Revolving Lenders’ respective Pro Rata Shares; provided, that all payments in respect of Revolving Loans shall first be applied in the following priority to repay any amounts owing to (i) first, Swing Line Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b) or (B) purchase a risk participation in an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c), and (ii) second, Issuing Lender Lenders due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Loans remaining after the application of the foregoing proviso shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing forgoing proviso attributable to such Defaulting Lender. Except as otherwise provided in subsection 2.12 , Administrative Agent shall promptly distribute to each Revolving Lender, at the account specified in the payment instructions delivered to Administrative Agent by such Lender, its Pro Rata Share of all such payments received by Administrative Agent and the commitment fees and letter of credit fees of such Lender, if any, when received by Administrative Agent pursuant to subsections 2.3 and 3.2. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafter.

Apportionment of Payments. Except () Subject to the provisions of Section 3.02(b)(ii) and (v), except as otherwise provided in subsection 2.12, aggregate herein (A) all payments of principal and interest payments (I) in respect of Revolving outstanding Term Loans shall be apportioned allocated among all outstanding Revolving Loans to which such payments relateof the Term Loan Lenders as are entitled thereto, in each case proportionately proportion to the Revolving Lenders’ their respective Pro Rata Shares; providedShares thereof and (II) in respect of outstanding Revolving Loans, that and all payments in respect of Reimbursement Obligations, shall be allocated among such of the Revolving Loans shall first be applied Credit Lenders and Issuing Banks as are entitled thereto, in the following priority proportion to repay any amounts owing to (i) first, Swing Line Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b) or their respective Pro Rata Shares thereof and (B) purchase a risk participation all payments of fees and all other payments in an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c), and (ii) second, Issuing Lender due to the failure respect of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Loans remaining after the application of the foregoing proviso other Obligations shall be allocated among such of the Lenders and Issuing Banks as are entitled thereto, in proportion to each Revolving Lendertheir respective applicable Pro Rata Shares. All such payments and any other amounts received by the Administrative Agent from or for the benefit of the Borrowers shall be applied first, excluding Defaulting to pay principal of and interest on any portion of the Loans which the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender other than the Lender then acting as Administrative Agent, for which the Administrative Agent has not then been reimbursed by such Lender or the Borrowers, second, to pay principal of and interest on any Protective Advance for which the Administrative Agent has not then been paid by the Borrowers or reimbursed by the Lenders, in an amount equal third, to each such Revolving Lender’s Pro Rata Share of pay all other Obligations then due and payable and fourth, as the aggregate payments on the Revolving Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing proviso attributable to such Defaulting LenderCompany so designates. Except as set forth in Sections 3.01(a), (b) and (c) and unless otherwise provided designated by the Company, all principal payments in subsection 2.12 respect of outstanding Swing Loans, Administrative Agent Revolving Loans or Term Loans, as the case may be, shall promptly distribute be applied first, to the outstanding Swing Loans, second, to the outstanding Revolving Loans and third to the outstanding Term Loans, in each Revolving Lendercase, at the account specified in the payment instructions delivered first, to Administrative Agent by such Lenderrepay outstanding Base Rate Loans, its Pro Rata Share of all such payments received by Administrative Agent and the commitment fees and letter of credit fees of such Lender, if any, when received by Administrative Agent pursuant then to subsections 2.3 and 3.2repay outstanding Eurocurrency Rate Loans with those Loans which have earlier expiring Eurocurrency Interest Periods being repaid prior to those which have later expiring Eurocurrency Interest Periods. Notwithstanding the foregoing provisions of Section 3.02(a) and this subsection 2.4C(iiiSection 3.02(b)(i), if, pursuant payments in any Alternative Currency received in respect of any Multicurrency Loan denominated in such currency shall be distributed to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected each Multicurrency Lender or if any Affected Lender makes Base Rate Loans in lieu of accordance with its Multicurrency Pro Rata Share of any Eurocurrency Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafterShare.

Apportionment of Payments. Except as otherwise provided in subsection 2.12, aggregate Aggregate principal and interest ------------------------- payments in respect of Term Loans and Revolving Loans shall be apportioned among all outstanding Revolving Loans to which such payments relate, in each case proportionately to the Revolving Lenders’ ' respective Pro Rata Shares; provided, provided that all (i) payments of principal in respect of the Revolving Loans pursuant to subsection 2.4B(iii)(i) shall be applied to reduce the outstanding Revolving Loans of Daily Funding Lender (subject to settlement pursuant to subsection 2.1D) prior to application to the outstanding Revolving Loans of any other Lender and (ii) payments of interest in respect of Revolving Loans which are Base Rate Loans shall first be applied apportioned ratably among Lenders in the following priority to repay any amounts owing to (i) first, Swing Line Lender due proportion to the failure average daily amount of any Revolving such Base Rate Loans of each Lender to (A) fund a Revolving Loan for outstanding during the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b) or (B) purchase a risk participation period in an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c), and (ii) second, Issuing Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any which such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Loans remaining after the application of the foregoing proviso interest shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing proviso attributable to such Defaulting Lenderhave accrued. Except as otherwise provided in subsection 2.12 , Administrative Agent shall promptly distribute to each Revolving Lender, at its primary address set forth below its name on the account specified in the payment instructions delivered to Administrative Agent by appropriate signature page hereof or at such Lenderother address as such Lender may request, its Pro Rata Share of all such payments received by Administrative Agent and the commitment fees and letter of credit fees of such Lender, if any, when received by Administrative Agent pursuant to subsections 2.3 and 3.2subsection 2.3. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafter.

Apportionment of Payments. Except as otherwise provided in subsection 2.12, aggregate Aggregate principal and interest payments in respect of Revolving Loans shall be apportioned among all outstanding Revolving Loans to which such payments relate, in each case proportionately to the Revolving Lenders’ respective Pro Rata SharesShares of such Loans; provided, provided that all (i) payments of principal in respect of the Revolving Loans pursuant to subsection 2.4B(iii)(f) shall be applied to reduce the outstanding Revolving Loans of Daily Funding Lender (subject to settlement pursuant to subsection 2.1D) prior to application to the outstanding Revolving Loans of any other Lender and (ii) payments of interest in respect of Revolving Loans which are Base Rate Loans shall first be applied apportioned ratably among Lenders in the following priority to repay any amounts owing to (i) first, Swing Line Lender due proportion to the failure average daily amount of any Revolving such Base Rate Loans of each Lender to (A) fund a Revolving Loan for outstanding during the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b) or (B) purchase a risk participation period in an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c), and (ii) second, Issuing Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any which such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Loans remaining after the application of the foregoing proviso interest shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing proviso attributable to such Defaulting Lenderhave accrued. Except as otherwise provided in subsection 2.12 , Administrative Agent shall promptly distribute to each Revolving Lender, at its primary address set forth below its name on the account specified in the payment instructions delivered to Administrative Agent by appropriate signature page hereof or at such Lenderother address as such Lender may request, its Pro Rata Share of all such payments received by Administrative Agent in respect of Loans and the commitment fees and letter of credit fees of such Lender, if any, Lender when received by Administrative Agent pursuant to subsections 2.3 and 3.2subsection 2.3. All such distributions to Lenders who are Foreign Currency Participants with respect to Foreign Currency Loans shall be made in U.S. Dollars, calculated at the applicable Exchange Rate for such currency as of the applicable date of determination. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafter.. (iv)

Apportionment of Payments. Except So long as otherwise provided in subsection 2.12there does not exist an --------------------------- Event of Default, aggregate all payments of principal and interest payments in respect of Revolving Loans shall be apportioned among outstanding Loans, all outstanding Revolving Loans to which such payments relateof fees constituting Obligations, in each case proportionately to the Revolving Lenders’ respective Pro Rata Shares; provided, that and all payments in respect of Revolving Loans any other Obligations shall first be applied allocated among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein. After the following priority occurrence and during the continuance of an Event of Default, and after notice by the Administrative Agent to repay any the Borrower that payments and proceeds shall be so applied, all payments remitted to the Administrative Agent and all amounts owing and proceeds of Collateral received by the Administrative Agent shall be applied, subject to the provisions of this Agreement, (i) first, Swing Line Lender to pay Obligations in respect of any fees or indemnities then due to the failure of any Revolving Lender to (A) fund a Revolving Loan for Administrative Agent, the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b) or (B) purchase a risk participation in an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c), Issuing Banks and the Lenders; (ii) second, Issuing Lender to pay Obligations in respect of expense reimbursements then due under Section ------- 12.03; (iii) third, to pay or prepay principal of and interest on any ----- outstanding Reimbursement Obligations and Loans, and to pay (or to the failure of any Revolving Lender to (Aextent such Obligations are contingent, prepay or provide cash collateral in respect of) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3CObligations; provided further that any if sufficient funds are not available to fund all payments on to be made to the Revolving Loans remaining after the application holders of the foregoing proviso Obligations described in this clause (iii), the available funds shall be allocated to the payment of such Obligations ratably, based on the proportion of each Revolving Lendersuch holder's interest in the aggregate outstanding Loans, excluding Defaulting LendersReimbursement Obligations and other Letter of Credit Obligations (in each instance whether or not due); and provided, further, that matured and, to the extent permitted by law, unmatured interest-bearing Obligations shall, in an amount equal any event, be paid prior to each such Revolving Lender’s Pro Rata Share prepayment or provision of cash collateral for contingent Letter of Credit Obligations; (iv) fourth, to the ratable payment of all other Obligations then due and payable for expense reimbursements; (v) fifth, to pay Obligations then due and payable in respect of the aggregate payments on the Revolving Loans prior Interest Rate Contracts, if any; and (vi) sixth, to the application ratable payment of the foregoing proviso all other Obligations due to any and each Defaulting Lender shall be entitled to receive its Pro Rata Share all holders of any such payments less the amount applied in accordance with the foregoing proviso attributable to such Defaulting LenderObligations. Except as otherwise provided in subsection 2.12 , The Administrative Agent shall promptly distribute to each Revolving LenderLender at its primary address set forth in Schedule 1.01(a), or at the account specified such other address ----------------- as a Lender may request in writing, such funds as it may be entitled to receive or as may be shown due to it in the payment instructions delivered to Administrative Agent's Loan Account, provided that the Administrative Agent by such Lendershall in any event not be bound to inquire into or determine the validity, its Pro Rata Share scope or priority of any 37 ================================================================================ interest or entitlement of any Lender or any other holder of Obligations and may suspend all such payments received by Administrative Agent and or seek appropriate relief (including instructions from the commitment fees and letter Requisite Lenders or an action in the nature of credit fees interpleader) in the event of such Lender, if any, when received by Administrative Agent pursuant to subsections 2.3 and 3.2. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn doubt or dispute as to any Affected Lender apportionment or if distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the holders of Obligations as among themselves and may at any Affected Lender makes Base Rate Loans time or from time to time be changed by the Lenders as they may elect, in lieu writing in accordance with Section 12.08 (except that ------------- no amendment shall require prepayment or provision of its Pro Rata Share cash collateral for contingent Letter of Credit Obligations unless (as provided in clause (iii) of Section 2.05(b)) matured and certain interest-bearing unmatured ----------------- Obligations shall have been paid), without necessity of notice to or consent of or approval by the Borrower or any Eurocurrency Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafterother Person.

Apportionment of Payments. Except as otherwise provided in Subject to the second paragraph of this subsection 2.122.8C, (i) aggregate principal and interest payments in respect of Revolving Pro Rata Loans shall be apportioned among all outstanding Revolving Pro Rata Loans to which such payments relate, FIRST, as to interest ratably in each case proportionately accordance with the respective accrued and unpaid amounts of such interest, and SECOND, as to principal ratably in accordance with the Revolving Lenders’ respective Pro Rata Shares; providedoutstanding amounts of such principal, that all and (ii)all principal and interest payments in respect of Revolving any Bid Rate Loans shall first be applied in the following priority to repay any amounts owing to (i) first, Swing Line Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b) or (B) purchase a risk participation in an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c), and (ii) second, Issuing Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any apportioned ratably among Lenders making such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Bid Rate Loans remaining after the application of the foregoing proviso shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing proviso attributable to respective outstanding principal amounts of, and the respective interest rates applicable to, such Defaulting LenderBid Rate Loans. Except as otherwise provided in subsection 2.12 , Administrative Agent shall promptly (and if practicable on the same Business Day as payments are received) distribute to each Revolving LenderLender at its primary address set forth below its name on the applicable signature page hereof (or set forth in Section 13 of the applicable Assignment and Acceptance Agreement), or at the account specified in the payment instructions delivered such other address as any Lender may request by notice to Administrative Agent by such Lenderin accordance with the terms of this Agreement, its Pro Rata Share share of all such payments received by Administrative Agent and the commitment fees and letter of credit fees on behalf of such Lender, if any, Lender when received by Administrative Agent pursuant to subsections 2.3 and 3.2Agent. Notwithstanding the foregoing provisions of this subsection 2.4C(iii)2.8C, if, pursuant to the provisions of subsection 2.6C, 2.10B(ii) any Notice of Pro Rata Borrowing or Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of Eurodollar Rate Loans or if any Eurocurrency Loan of an Affected Lender is converted into a Base Rate LoansLoan, Administrative Agent shall give effect thereto in apportioning interest payments received thereafter. ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY NOTWITHSTANDING, UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY EVENT OF DEFAULT SPECIFIED IN SECTION 7.1 OR AFTER THE ACCELERATION OF THE MATURITY OF THE LOANS AND THE OTHER AMOUNTS REFERRED TO IN SECTION 7 OR TERMINATION OF THE PRO RATA COMMITMENTS, ALL PAYMENTS BY ANY BORROWER RELATING TO THE LOANS AND THE OTHER OBLIGATIONS OF SUCH BORROWER SHALL BE MADE TO ADMINISTRATIVE AGENT FOR THE ACCOUNT OF LENDERS AND ALL AMOUNTS RECEIVED BY ADMINISTRATIVE AGENT WHICH ARE TO BE APPLIED TO THE PAYMENT OF THE OBLIGATIONS OF SUCH BORROWER SHALL BE DISTRIBUTED FIRST TO SWING LINE LENDER TO THE EXTENT OF THE UNPAID PRINCIPAL OF, AND ACCRUED INTEREST ON, SWING LINE LOANS OF SUCH BORROWER AND SECOND TO LENDERS IN SUCH A MANNER THAT EACH LENDER RECEIVES ITS PROPORTIONATE SHARE OF SUCH AMOUNTS BASED ON THE OUTSTANDING PRINCIPAL AMOUNTS OF ALL LOANS OF SUCH BORROWER THEN OUTSTANDING AND (SUBJECT TO THE LAST SENTENCE OF THE FIRST PARAGRAPH OF THIS SUBSECTION 2.8C), THE AMOUNT OF ALL OTHER OBLIGATIONS OF SUCH BORROWER THEN PAYABLE.

Apportionment of Payments. Except as otherwise provided in subsection 2.12, aggregate Aggregate principal and interest payments in respect of Term Loans and Revolving Loans and, to the extent payments are made by Borrowers after payments have been made by Lenders pursuant to subsection 2.8E, payments in respect of Letters of Credit, shall be apportioned among the Term Loans, Revolving Loans and Letters of Credit to which such payments relate, and payments of the aggregate facility fees and Letter of Credit commissions shall be apportioned ratably among Lenders with Revolving Loan Commitments, in each case proportionally to their respective Pro Rata Shares. All principal and interest payments in respect of the Domestic Overdraft Account shall be transferred to and retained by Administrative Agent; provided that Administrative Agent shall distribute to each Lender that has purchased a participation in amounts due with respect to the Domestic Overdraft Account pursuant to subsection 2.1B such Lender's Pro Rata Share of any payments subsequently received by Administrative Agent in respect of such amounts due with respect to the Domestic Overdraft Account. All principal and interest payments in respect of any Offshore Overdraft Account shall be transferred to and retained by the relevant Offshore Overdraft Account Provider; provided that such Offshore Overdraft Account Provider shall transfer to the Administrative Agent that portion of any payments subsequently received by such Offshore Overdraft Account Provider in respect of amounts due with respect to such Offshore Overdraft Account necessary to permit Administrative Agent to distribute to each Lender that has purchased a participation in such amounts due pursuant to subsection 2.1D such Lender's Pro Rata Share of such payments. Aggregate principal and interest payments in respect of Offshore Revolving Loans shall be apportioned among all outstanding the Offshore Revolving Loans to which such payments relate, in each case proportionately proportionally to the Revolving relevant Lenders’ ' respective Pro Rata Shares; provided. Subject to the provisions of subsection 2.4C relating to amounts received by the UK Administrative Agent and to the last sentence of subsection 2.8E, that all payments in respect of Revolving Loans shall first be applied Administrative Agent (or, in the following priority case of payments received by any Issuing Lender from a Borrower after payments have been made to repay any amounts owing to (i) first, Swing Line such Issuing Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any Refunded Swing Line Loan by Lenders pursuant to subsection 2.1A(iii)(b2.8E, such Issuing Lender) or (B) purchase a risk participation in an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c), and (ii) second, Issuing Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Loans remaining after the application of the foregoing proviso shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing proviso attributable to such Defaulting Lender. Except as otherwise provided in subsection 2.12 , Administrative Agent shall promptly distribute to each Revolving Lender, at its primary address set forth below its name on the account specified in the payment instructions delivered to Administrative Agent by appropriate signature page hereof or at such Lenderother address as any Lender may request, its Pro Rata Share share of all such payments in respect of Term Loans, Revolving Loans, Letters of Credit, the Domestic Overdraft Account, the Offshore Overdraft Accounts and Offshore Revolving Loans received by Administrative Agent (or such Issuing Lender) and the commitment fees and letter of credit facility fees of such Lender, if any, Lender when received by Administrative Agent pursuant to subsections 2.3 and 3.2. subsection 2.3B. Notwithstanding the foregoing provisions of this subsection 2.4C(iii2.4D, (i) with respect to any Lender which fails to fund the purchase all or any part of its participation in a Letter of Credit as required by subsection 2.8C, its participation in the Domestic Overdraft Amount as required under subsection 2.1B, its participation in an Offshore Overdraft Amount as required under subsection 2.1D or its participation in the Term Loans pursuant to subsection 2.4B(ii)(d) or 2.4B(ii)(e) (such Lender being a "Defaulting Participating Lender"), all amounts which would otherwise be payable or allocable to such Defaulting Participating Lender under this subsection 2.4D shall instead be paid by Administrative Agent to the Issuing Lender (in the case of a failure to fund the purchase of a participation in a Letter of Credit under subsection 2.8E), Administrative Agent (in the case of a failure to fund the purchase of a participation in the Domestic Overdraft Amount under subsection 2.1B) the applicable Offshore Overdraft Account Provider (in the case of a failure to fund a purchase of a participation in an Offshore Overdraft Amount under subsection 2.1D), or to the Lenders having Term Loan Exposure (in the case of a failure to fund a purchase of a participation in the Term Loans pursuant to subsection 2.4B(ii)(d) or 2.4B(ii)(e) (each, a "Recipient"), until such Recipient has received, either pursuant to this proviso or otherwise from such Defaulting Participating Lender, an amount equal to the amount such Defaulting Participating Lender failed to so fund plus interest at the customary rate set by such Recipient for the correction of errors among banks for three Business Days and thereafter at the Base Rate plus the Applicable Base Rate Margin (and in the case such Defaulting Participating Lender is a Defaulting Participating Lender with respect to more than one Recipient, such amounts shall be paid to such Recipients ratably in accordance with amounts owed to such Recipients by such Defaulting Participating Lender); (ii) if, pursuant to the provisions of subsection 2.6C2.6D, any Notice of Borrowing or Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafterthereafter and (iii) after the occurrence of an Event of Default and acceleration of the maturity of the Loans and amounts available for drawing under Letters of Credit as provided in Section 7, Administrative Agent shall apportion all payments received by it in the manner specified in Section 7.

Apportionment of Payments. Except as otherwise provided in subsection 2.12, aggregate Aggregate principal and interest payments in respect of Term Loans and Revolving Loans and, to the extent payments are made by Borrowers after payments have been made by Lenders pursuant to subsection 2.8E, payments in respect of Letters of Credit, shall be apportioned among the Term Loans, Revolving Loans and Letters of Credit to which such payments relate, payments of the aggregate facility fees and Letter of Credit commissions shall be apportioned ratably among Revolving Lenders, in each case proportionally to their respective Pro Rata Shares. All principal and interest payments in respect of the Domestic Overdraft Account shall be transferred to and retained by Administrative Agent; provided that Administrative Agent shall distribute to each Lender that has purchased a participation in amounts due with respect to the Domestic Overdraft Account pursuant to subsection 2.1B such Lender’s Pro Rata Share of any payments subsequently received by Administrative Agent in respect of such amounts due with respect to the Domestic Overdraft Account. All principal and interest payments in respect of any Offshore Overdraft Account shall be transferred to and retained by the relevant Offshore Overdraft Account Provider; provided that such Offshore Overdraft Account Provider shall transfer to the Administrative Agent that portion of any payments subsequently received by such Offshore Overdraft Account Provider in respect of amounts due with respect to such Offshore Overdraft Account necessary to permit Administrative Agent to distribute to each Lender that has purchased a participation in such amounts due pursuant to subsection 2.1D such Lender’s Pro Rata Share of such payments. Aggregate principal and interest payments in respect of Offshore Revolving Loans shall be apportioned among all outstanding the Offshore Revolving Loans to which such payments relate, in each case proportionately proportionally to the Revolving relevant Lenders’ respective Pro Rata Shares; provided. Subject to the provisions of subsection 2.4C relating to amounts received by the UK Administrative Agent, that all payments in respect of Revolving Loans shall first be applied Administrative Agent (or, in the following priority case of payments received by any Issuing Lender from a Borrower after payments have been made to repay any amounts owing to (i) first, Swing Line such Issuing Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any Refunded Swing Line Loan by Lenders pursuant to subsection 2.1A(iii)(b2.8C, such Issuing Lender) or (B) purchase a risk participation in an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c), and (ii) second, Issuing Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Loans remaining after the application of the foregoing proviso shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing proviso attributable to such Defaulting Lender. Except as otherwise provided in subsection 2.12 , Administrative Agent shall promptly distribute to each Revolving Lender, at its primary address set forth below its name on the account specified in the payment instructions delivered to Administrative Agent by appropriate signature page hereof or at such Lenderother address as any Lender may request, its Pro Rata Share share of all such payments in respect of Term Loans, Revolving Loans, Letters of Credit, the Domestic Overdraft Account, the Offshore Overdraft Accounts and Offshore Revolving Loans received by Administrative Agent (or such Issuing Lender) and the commitment fees and letter of credit facility fees of such Lender, if any, Lender when received by Administrative Agent pursuant to subsections 2.3 and 3.2. subsection 2.3A. Notwithstanding the foregoing provisions of this subsection 2.4C(iii2.4D, (i) with respect to any Lender which fails to fund the purchase of all or any part of its participation in a Letter of Credit as required by subsection 2.8C, its participation in the Domestic Overdraft Amount as required under subsection 2.1B, its participation in an Offshore Overdraft Amount as required under subsection 2.1D or its participation in the Term Loans pursuant to subsection 2.4B(ii)(d) or 2.4B(ii)(e) (such Lender being a “Defaulting Participating Lender”), all amounts which would otherwise be payable or allocable to such Defaulting Participating Lender under this subsection 2.4D shall instead be paid by Administrative Agent to the Issuing Lender (in the case of a failure to fund the purchase of a participation in a Letter of Credit under subsection 2.8E), Administrative Agent (in the case of a failure to fund the purchase of a participation in the Domestic Overdraft Amount under subsection 2.1B) the applicable Offshore Overdraft Account Provider (in the case of a failure to fund a purchase of a participation in an Offshore Overdraft Amount under subsection 2.1D), or to the Lenders having Term Loan Exposure (in the case of a failure to fund a purchase of a participation in the Term Loans pursuant to subsection 2.4B(ii)(d) or 2.4B(ii)(e) (each, a “Recipient”), until such Recipient has received, either pursuant to this proviso or otherwise from such Defaulting Participating Lender, an amount equal to the amount such Defaulting Participating Lender failed to so fund plus interest at the customary rate set by such Recipient for the correction of errors among banks for three Business Days and thereafter at the Base Rate plus the Applicable Base Rate Margin (and in the case such Defaulting Participating Lender is a Defaulting Participating Lender with respect to more than one Recipient, such amounts shall be paid to such Recipients ratably in accordance with amounts owed to such Recipients by such Defaulting Participating Lender); (ii) if, pursuant to the provisions of subsection 2.6C2.6D, any Notice of Borrowing or Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Euro Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafterthereafter and (iii) after the occurrence of an Event of Default and acceleration of the maturity of the Loans and amounts available for drawing under Letters of Credit as provided in Section 7, Administrative Agent shall apportion all payments received by it in the manner specified in Section 7 and Section 2.10.

Apportionment of Payments. Except as otherwise provided in subsection 2.12, aggregate Aggregate principal and interest payments in respect of Term Loans and Revolving Loans and, to the extent payments are made by Borrowers after payments have been made by Lenders pursuant to subsection 2.8E, payments in respect of Letters of Credit, shall be apportioned among the Term Loans, Revolving Loans and Letters of Credit to which such payments relate, payments of the aggregate facility fees and Letter of Credit commissions shall be apportioned ratably among Lenders with Revolving Loan Commitments, payment of commitment fees under Section 2.3C(i) shall be apportioned ratably among Lenders with Tranche C Term Loan Exposure and Tranche D Term Loan Exposure and payment of commitment fees under Section 2.3(ii) shall be apportioned ratably among Lenders with French Tranche C3 Term Loan Exposure, in each case proportionally to their respective Pro Rata Shares. All principal and interest payments in respect of the Domestic Overdraft Account shall be transferred to and retained by Administrative Agent; provided that Administrative Agent shall distribute to each Lender that has purchased a participation in amounts due with respect to the Domestic Overdraft Account pursuant to subsection 2.1B such Lender’s Pro Rata Share of any payments subsequently received by Administrative Agent in respect of such amounts due with respect to the Domestic Overdraft Account. All principal and interest payments in respect of any Offshore Overdraft Account shall be transferred to and retained by the relevant Offshore Overdraft Account Provider; provided that such Offshore Overdraft Account Provider shall transfer to the Administrative Agent that portion of any payments subsequently received by such Offshore Overdraft Account Provider in respect of amounts due with respect to such Offshore Overdraft Account necessary to permit Administrative Agent to distribute to each Lender that has purchased a participation in such amounts due pursuant to subsection 2.1D such Lender’s Pro Rata Share of such payments. Aggregate principal and interest payments in respect of Offshore Revolving Loans shall be apportioned among all outstanding the Offshore Revolving Loans to which such payments relate, in each case proportionately proportionally to the Revolving relevant Lenders’ respective Pro Rata Shares; provided, that all payments in respect of Revolving Loans shall first be applied in the following priority to repay any amounts owing to (i) first, Swing Line Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b) or (B) purchase a risk participation in an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c), and (ii) second, Issuing Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Loans remaining after the application of the foregoing proviso shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing proviso attributable to such Defaulting Lender. Except as otherwise provided in subsection 2.12 , Administrative Agent shall promptly distribute to each Revolving Lender, at the account specified in the payment instructions delivered to Administrative Agent by such Lender, its Pro Rata Share of all such payments received by Administrative Agent and the commitment fees and letter of credit fees of such Lender, if any, when received by Administrative Agent pursuant to subsections 2.3 and 3.2. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafter.Rata

Apportionment of Payments. Except (i) Subject to the provisions of Section 3.02(b)(ii) and (iv), except as otherwise provided in subsection 2.12, aggregate herein (A) all payments of principal and interest in respect of outstanding Revolving Loans under any Credit Facility, and all payments in respect of Revolving Reimbursement Obligations under any Credit Facility, shall be allocated among such of the Lenders and Issuing Bank as are entitled thereto, in proportion to their respective Pro Rata Shares of such Credit Facility and (B) all payments of fees and all other payments in respect of any other Obligation shall be allocated among such of the Lenders and Issuing Bank as are entitled thereto, in proportion to their respective Pro Rata Shares of the applicable Credit Facility (if such Obligation relates to such Credit Facility) or otherwise in proportion to their respective Pro Rata Shares of all the Credit Facilities. Notwithstanding the foregoing or anything to the contrary set forth herein, prior to the date on which the Domestic Lenders fund their participation interests in Credit Facility Outstandings under the Multicurrency Facility, interest on Multicurrency Loans shall be apportioned as follows in consideration for the participation therein: the Domestic Lenders shall receive that portion of interest equal to the margin component thereof (such as the Applicable Fixed Rate Margin on Fixed Rate Loans) and the Multicurrency Lender shall receive that portion of interest equal to the Multicurrency LIBO Rate or Floating Rate, as then applicable. Subsequent to the date on which the Domestic Lenders acquire funded participation interests in the Multicurrency Facility, interest on Multicurrency Loans shall be apportioned among all outstanding Revolving Loans to which such payments relate, in each case proportionately to the Revolving Lenders’ respective Domestic Lenders based upon their Pro Rata Shares; providedShares thereof with no distinction made between the Multicurrency LIBO Rate or Floating Rate, that all payments in respect of Revolving Loans shall first be applied in the following priority to repay any amounts owing to (i) first, Swing Line Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b) or (B) purchase a risk participation in an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c)as applicable, and (ii) second, Issuing Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Loans remaining after the application of the foregoing proviso shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing proviso attributable to such Defaulting Lender. Except as otherwise provided in subsection 2.12 , Administrative Agent shall promptly distribute to each Revolving Lender, at the account specified in the payment instructions delivered to Administrative Agent by such Lender, its Pro Rata Share of all such payments received by Administrative Agent and the commitment fees and letter of credit fees of such Lender, if any, when received by Administrative Agent pursuant to subsections 2.3 and 3.2. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereaftermargin added thereto.

Apportionment of Payments. Except as otherwise provided in subsection 2.12(i) Subject to the provisions of Sections 3.02(b)(iii) and (v), aggregate all payments of principal and interest payments in respect of outstanding Swing Loans and Revolving Loans shall be apportioned among all outstanding Revolving Loans to which such payments relateLoans, in each case proportionately to the Revolving Lenders’ respective Pro Rata Shares; provided, that all payments in respect of Revolving Loans Reimbursement Obligations, as applicable, all payments of fees and all other payments in respect of any other Obligations, shall first be allocated among such of the Lenders and Issuing Banks as are entitled thereto, as provided herein. All such payments and any other amounts received by the Funding Agent from or for the benefit of the Borrower shall be applied in the following priority to repay any amounts owing to (i) first, Swing Line Lender due to the failure Borrower's Obligations as follows: first to pay principal of and interest on any portion of any Revolving Lender outstanding Swing Loans, second to (A) fund a Revolving Loan for the purpose pay principal of repaying and interest on any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b) or (B) purchase a risk participation in an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c), and (ii) second, Issuing Lender due to the failure portion of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Loans remaining after which the application Funding Agent may have advanced on behalf of any Lender other than Scotiabank for which the foregoing proviso shall be allocated Funding Agent has not then been reimbursed by such Lender or the Borrower, third, to each Revolving Lender, excluding Defaulting pay principal of and interest on any Protective Advance for which the Collateral Agent has not then been paid by the Borrower or reimbursed by the Lenders, in an amount equal fourth, to each such Revolving Lender’s Pro Rata Share pay principal of the aggregate payments and interest on the all Revolving Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing proviso attributable to such Defaulting Lender. Except as otherwise provided in subsection 2.12 , Administrative Agent shall promptly distribute to each Revolving Lender, at the account specified in the payment instructions delivered to Administrative Agent by such Lender, its Pro Rata Share of all such payments received by Administrative Agent and the commitment fees and letter of credit fees of such Lender, if any, when received by Administrative Agent pursuant to subsections 2.3 and 3.2. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes which are Base Rate Loans in lieu of its constituting Non Pro Rata Share Loans, fifth, to pay all other Obligations then due and payable other than Base Rate Loans constituting Cure Loans, sixth, to pay principal of any Eurocurrency and interest on Base Rate Loans constituting Cure Loans, and seventh, as the Borrower so designates. Unless otherwise designated by the Borrower, all principal payments in respect of Loans shall be applied to the outstanding Loans, first, to repay outstanding Base Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafterand then to repay outstanding LIBO Rate Loans with those LIBO Rate Loans which have earlier expiring LIBO Rate Interest Periods being repaid prior to those which have later expiring LIBO Rate Interest Periods.

Apportionment of Payments. Except as otherwise provided in subsection 2.12, aggregate Aggregate principal and ------------------------- interest payments in respect of Term Loans and Revolving Loans shall be apportioned among all outstanding Revolving Loans to which such payments relate, in each case proportionately to the Revolving Lenders’ ' respective Pro Rata SharesShares of such Loans; provided, provided that all (i) payments of principal in -------- respect of the Revolving Loans pursuant to subsection 2.4B(iii)(i) shall be applied to reduce the outstanding Revolving Loans of Daily Funding Lender (subject to settlement pursuant to subsection 2.1D) prior to application to the outstanding Revolving Loans of any other Lender and (ii) payments of interest in respect of Revolving Loans which are Base Rate Loans shall first be applied apportioned ratably among Lenders in the following priority to repay any amounts owing to (i) first, Swing Line Lender due proportion to the failure average daily amount of any Revolving such Base Rate Loans of each Lender to (A) fund a Revolving Loan for outstanding during the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b) or (B) purchase a risk participation period in an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c), and (ii) second, Issuing Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any which such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Loans remaining after the application of the foregoing proviso interest shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing proviso attributable to such Defaulting Lenderhave accrued. Except as otherwise provided in subsection 2.12 , Administrative Agent shall promptly distribute to each Revolving Lender, at its primary address set forth below its name on the account specified in the payment instructions delivered to Administrative Agent by appropriate signature page hereof or at such Lenderother address as such Lender may request, its Pro Rata Share of all such payments received by Administrative Agent in respect of Loans and the commitment fees and letter of credit fees of such Lender, if any, Lender when received by Administrative Agent pursuant to subsections 2.3 and 3.2subsection 2.3. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafter.

Apportionment of Payments. Except as otherwise provided in subsection 2.12(i) Subject to the provisions of Section 3.02(b)(ii) and (iv), aggregate (A) all payments of principal and interest payments in respect of Revolving Loans shall be apportioned among all outstanding Revolving Loans to which such payments relateunder any Credit Facility, in each case proportionately to the Revolving Lenders’ respective Pro Rata Shares; provided, that and all payments in respect of Revolving Loans Xxxx bursement Obligations and Acceptance Obligations, shall first be allocated among such of the Lenders and Issuing Banks as are entitled thereto, in proportion to their respective Pro Rata Shares of such Credit Facility and (B) all payments of fees and all other payments in respect of any other Obligation shall be allocated among such of the Lenders and Issuing Banks as are entitled thereto, in proportion to their respective Pro Rata Shares of the applicable Credit Facility (if such Obligation relates to such Credit Facility) or otherwise to their respective Pro Rata Shares of all the Credit Facilities. All such payments and any other proceeds of Collateral or other amounts received by the Administrative Agent from or for the benefit of a Borrower shall be applied in first, to pay principal of and interest on any portion of the following priority Loans made to repay such Borrower which the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any amounts Lender, for which the Administrative Agent has not then been reimbursed by such Lender or such Borrower, second, to pay the outstanding Reimbursement Obligations and Acceptance Obligations owing to (i) firstany Issuing Bank for which such Issuing Bank has not then been paid by such Borrower or reimbursed by the Lenders, Swing Line Lender third, to pay all other Obligations of such Borrower then due and payable and fourth, to the failure of any Revolving Lender applicable Cash Collateral Account for such currency to be held as Cash Collateral in accordance with this Agreement. Except as set forth in Sections 3.01(a) and (b) and unless otherwise designated by the Borrowers, (A) fund a all principal payments made by any Borrower in respect of outstanding Swing Loans or Revolving Loan for Loans of such Borrower, as the purpose case may be, shall be applied first, to the outstanding Swing Loans of repaying any Refunded Swing Line Loan pursuant such Borrower and second, to subsection 2.1A(iii)(b) or (B) purchase a risk participation the outstanding Revolving Loans of such Borrower, in an unpaid Swing Line Loan pursuant each case, first, to subsection 2.1A(iii)(c)repay outstanding Floating Rate Loans, and (ii) second, Issuing Lender due then to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving repay outstanding Fixed Rate Loans remaining after the application of the foregoing proviso shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving with those Loans which have earlier expiring Interest Periods being repaid prior to the application those which have later expiring Interest Periods (provided, that, so long as no Default or Event of the foregoing proviso Default shall have occurred and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any continuing, such payments less the amount applied in accordance with the foregoing proviso attributable to such Defaulting Lender. Except as otherwise provided in subsection 2.12 Borrower may, Administrative Agent shall promptly distribute to each Revolving Lender, at the account specified in the payment instructions delivered to Administrative Agent by such Lender, its Pro Rata Share of all such payments received by Administrative Agent and the commitment fees and letter of credit fees of such Lender, if any, when received by Administrative Agent pursuant to subsections 2.3 and 3.2. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share having amounts applied to repay, in full or in part, a Fixed Rate Loan on a date which is not the last day of the applicable Interest Period, request that any Eurocurrency amount to be so applied be deposited into such Borrower's Cash Collateral Account (or, in the case of Fixed Rate LoansLoans denominated in an Optional Currency, a Cash Collateral Account for such currency) as Cash Collateral for application by the Administrative Agent shall give effect thereto in apportioning interest payments received thereafterto such Loan on the last day of such Interest Period).

Apportionment of Payments. Except as otherwise provided in subsection 2.12(i) Subject to the provisions of Section 3.02(b)(ii) and (iv), aggregate (A) all payments of principal and interest payments in respect of Revolving Loans shall be apportioned among all outstanding Revolving Loans to which such payments relateLoans, in each case proportionately to the Revolving Lenders’ respective Pro Rata Shares; provided, that and all payments in respect of Revolving Reimbursement Obligations and Acceptance Obligations, shall be allocated among such of the Lenders and Issuing Banks as are entitled thereto, in proportion to their respective Pro Rata Shares and (B) all payments of fees and all other payments in respect of any other Obligation shall be allocated among such of the Lenders and Issuing Banks as are entitled thereto, in proportion to their respective Pro Rata Shares. All such payments and any other proceeds of Collateral or other amounts received by the Administrative Agent from or for the benefit of a Borrower shall be promptly applied first, to pay principal of and interest on any portion of the Loans shall first be applied in made to such Borrower which the following priority Administrative Agent may have advanced pursuant to repay the express provisions of this Agreement on behalf of any amounts Lender, for which the Administrative Agent has not then been reimbursed by such Lender or such Borrower, second, to pay the outstanding Reimbursement Obligations and Acceptance Obligations owing to (i) firstany Issuing Bank for which such Issuing Bank has not then been paid by such Borrower or reimbursed by the Lenders, Swing Line Lender third, to pay all other Obligations of such Borrower then due and payable and fourth, to the failure of any Revolving Lender applicable Cash Collateral Account for such currency to be held as Cash Collateral in accordance with this Agreement. Except as set forth in Sections 3.01(a) and (b) and unless otherwise designated by the Borrowers, (A) fund a all principal payments made by any Borrower in respect of outstanding Swing Loans or Revolving Loan for Loans of such Borrower, as the purpose case may be, shall be promptly applied first, to the outstanding Swing Loans of repaying any Refunded Swing Line Loan pursuant such Borrower and second, to subsection 2.1A(iii)(b) or (B) purchase a risk participation the outstanding Revolving Loans of such Borrower, in an unpaid Swing Line Loan pursuant each case, first, to subsection 2.1A(iii)(c)repay outstanding Floating Rate Loans, and (ii) second, Issuing Lender due then to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving repay outstanding Fixed Rate Loans remaining after the application of the foregoing proviso shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving with those Loans which have earlier expiring Interest Periods being repaid prior to the application those which have later expiring Interest Periods (provided, that, so long as no Default or Event of the foregoing proviso Default shall have occurred and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any continuing, such payments less the amount applied in accordance with the foregoing proviso attributable to such Defaulting Lender. Except as otherwise provided in subsection 2.12 Borrower may, Administrative Agent shall promptly distribute to each Revolving Lender, at the account specified in the payment instructions delivered to Administrative Agent by such Lender, its Pro Rata Share of all such payments received by Administrative Agent and the commitment fees and letter of credit fees of such Lender, if any, when received by Administrative Agent pursuant to subsections 2.3 and 3.2. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share having amounts applied to repay, in full or in part, a Fixed Rate Loan on a date which is not the last day of the applicable Interest Period, request that any Eurocurrency amount to be so applied be deposited into such Borrower's Cash Collateral Account (or, in the case of Fixed Rate LoansLoans denominated in an Optional Currency, a Cash Collateral Account for such currency) as Cash Collateral for application by the Administrative Agent shall give effect thereto in apportioning interest payments received thereafterto such Loan on the last day of such Interest Period).

Apportionment of Payments. Except as otherwise provided in subsection 2.12, aggregate Aggregate principal and ------------------------- interest payments in respect of Term Loans and Revolving Loans shall be apportioned among all outstanding Revolving Loans to which such payments relate, in each case proportionately to the Revolving Lenders’ ' respective Pro Rata SharesShares of such Loans; provided, provided that all (i) payments of principal in respect of the Revolving -------- Loans pursuant to subsection 2.4B(iii)(h) shall be applied to reduce the outstanding Revolving Loans of Daily Funding Lender (subject to settlement pursuant to subsection 2.1D) prior to application to the outstanding Revolving Loans of any other Lender and (ii) payments of interest in respect of Revolving Loans which are Base Rate Loans shall first be applied apportioned ratably among Lenders in the following priority to repay any amounts owing to (i) first, Swing Line Lender due proportion to the failure average daily amount of any Revolving such Base Rate Loans of each Lender to (A) fund a Revolving Loan for outstanding during the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b) or (B) purchase a risk participation period in an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c), and (ii) second, Issuing Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any which such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Loans remaining after the application of the foregoing proviso interest shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing proviso attributable to such Defaulting Lenderhave accrued. Except as otherwise provided in subsection 2.12 , Administrative Agent shall promptly distribute to each Revolving Lender, at its primary address set forth below its name on the account specified in the payment instructions delivered to Administrative Agent by appropriate signature page hereof or at such Lenderother address as such Lender may request, its Pro Rata Share of all such payments received by Administrative Agent in respect of Loans and the commitment fees and letter of credit fees of such Lender, if any, Lender when received by Administrative Agent pursuant to subsections 2.3 and 3.2subsection 2.3. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafter.

Apportionment of Payments. Except as otherwise provided in subsection 2.12, aggregate Aggregate principal and interest payments in respect of Term Loans, Revolving Loans and Offshore Revolving Loans and, to the extent payments are made by Borrowers after payments have been made by Lenders pursuant to subsection 2.8E, payments in respect of Letters of Credit, shall be apportioned among all outstanding the Term Loans, Revolving Loans, Offshore Revolving Loans and reimbursement obligations in respect of Letters of Credit to which such payments relate, payments of the aggregate commitment fees and Letter of Credit commissions shall be apportioned ratably among Revolving Lenders, or in the case of commitment fees under subsection 2.3A(ii), Tranche B Term Loans, in each case proportionately proportionally to the Revolving Lenders’ their respective Pro Rata Shares; provided, that all . All principal and interest payments in respect of Revolving Loans the Domestic Overdraft Account shall first be applied transferred to and retained by Administrative Agent; provided that Administrative Agent shall distribute to each Lender that has purchased a participation in the following priority to repay any amounts owing to (i) first, Swing Line Lender due with respect to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any Refunded Swing Line Loan Domestic Overdraft Account pursuant to subsection 2.1A(iii)(b) or (B) purchase a risk participation in an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c), and (ii) second, Issuing Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any 2.1B such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Loans remaining after the application of the foregoing proviso shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate any payments on the Revolving Loans prior subsequently received by Administrative Agent in respect of such amounts due with respect to the application Domestic Overdraft Account. All principal and interest payments in respect of the foregoing proviso and each Defaulting Lender any Offshore Overdraft Account shall be entitled transferred to receive its and retained by the relevant Offshore Overdraft Account Provider; provided that such Offshore Overdraft Account Provider shall transfer to the Administrative Agent that portion of any payments subsequently received by such Offshore Overdraft Account Provider in respect of amounts due with respect to such Offshore Overdraft Account necessary to permit Administrative Agent to distribute to each Lender that has purchased a participation in such amounts due pursuant to subsection 2.1D such Lender’s Pro Rata Share of such payments. Administrative Agent (or, in the case of payments received by any such Issuing Lender from a Borrower after payments less the amount applied in accordance with the foregoing proviso attributable have been made to such Defaulting Issuing Lender by Lenders pursuant to subsection 2.8C, such Issuing Lender. Except as otherwise provided in subsection 2.12 , Administrative Agent ) shall promptly distribute to each Revolving Lender, at its primary address set forth below its name on the account specified in the payment instructions delivered to Administrative Agent by appropriate signature page hereof or at such Lenderother address as any Lender may request, its Pro Rata Share share of all such payments in respect of Term Loans, Revolving Loans, Letters of Credit, the Domestic Overdraft Account, the Offshore Overdraft Accounts and Offshore Revolving Loans received by Administrative Agent (or such Issuing Lender) and the commitment fees and letter of credit fees of such Lender, if any, Lender when received by Administrative Agent pursuant to subsections 2.3 and 3.2. subsection 2.3A. Notwithstanding the foregoing provisions of this subsection 2.4C(iii2.4D, (i) with respect to any Lender which fails to fund the purchase of all or any part of its participation in a Letter of Credit as required by subsection 2.8E, its participation in the Domestic Overdraft Amount as required under subsection 2.1B, its participation in an Offshore Overdraft Amount as required under subsection 2.1D (such Lender being a “Defaulting Participating Lender”), all amounts which would otherwise be payable or allocable to such Defaulting Participating Lender under this subsection 2.4D shall instead be paid by Administrative Agent to the Issuing Lender (in the case of a failure to fund the purchase of a participation in a Letter of Credit under subsection 2.8E), Administrative Agent (in the case of a failure to fund the purchase of a participation in the Domestic Overdraft Amount under subsection 2.1B) the applicable Offshore Overdraft Account Provider (in the case of a failure to fund a purchase of a participation in an Offshore Overdraft Amount under subsection 2.1D) (each, a “Recipient”), until such Recipient has received, either pursuant to this proviso or otherwise from such Defaulting Participating Lender, an amount equal to the amount such Defaulting Participating Lender failed to so fund plus interest at the customary rate set by such Recipient for the correction of errors among banks for three Business Days and thereafter at the Base Rate plus the Applicable Base Rate Margin (and in the case such Defaulting Participating Lender is a Defaulting Participating Lender with respect to more than one Recipient, such amounts shall be paid to such Recipients ratably in accordance with amounts owed to such Recipients by such Defaulting Participating Lender); (ii) if, pursuant to the provisions of subsection 2.6C2.6D, any Notice of Borrowing or Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Rate Loans or B/A Discount Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafterthereafter and (iii) from and after the occurrence of the CAM Exchange Date, Administrative Agent shall apportion all payments received by it in the manner specified in Section 7 and Section 2.10.

Apportionment of Payments. Except as otherwise provided in subsection 2.12, aggregate Aggregate principal and interest payments in respect of Revolving Loans shall be apportioned among all outstanding Revolving Loans to which such payments relate, in each case proportionately to the Revolving Lenders’ respective Pro Rata SharesShares of such Loans; provided, provided that all (i) payments of principal in respect of the Revolving Loans pursuant to subsection 2.4B(iii)(f) shall be applied to reduce the outstanding Revolving Loans of Daily Funding Lender (subject to settlement pursuant to subsection 2.1D) prior to application to the outstanding Revolving Loans of any other Lender and (ii) payments of interest in respect of Revolving Loans which are Base Rate Loans shall first be applied apportioned ratably among Lenders in the following priority to repay any amounts owing to (i) first, Swing Line Lender due proportion to the failure average daily amount of any Revolving such Base Rate Loans of each Lender to (A) fund a Revolving Loan for outstanding during the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b) or (B) purchase a risk participation period in an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c), and (ii) second, Issuing Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any which such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Loans remaining after the application of the foregoing proviso interest shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing proviso attributable to such Defaulting Lenderhave accrued. Except as otherwise provided in subsection 2.12 , Administrative Agent shall promptly distribute to each Revolving Lender, at its primary address set forth below its name on the account specified in the payment instructions delivered to Administrative Agent by appropriate signature page hereof or at such Lenderother address as such Lender may request, its Pro Rata Share of all such payments received by Administrative Agent in respect of Loans and the commitment fees and letter of credit fees of such Lender, if any, Lender when received by Administrative Agent pursuant to subsections 2.3 and 3.2subsection 2.3. All such distributions to Lenders who are Foreign Currency Participants with respect to Foreign Currency Loans shall be made in U.S. Dollars, calculated at the applicable Exchange Rate for such currency as of the applicable date of determination. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafter.

Apportionment of Payments. Except as otherwise provided in subsection 2.12, aggregate Aggregate principal and interest payments in respect of Term Loans and Revolving Loans shall be apportioned among all outstanding Revolving Loans to which such payments relate, in each case proportionately to the Revolving Lenders’ respective Pro Rata Shares; provided, that all payments in respect of Revolving Loans shall first be applied in the following priority to repay any amounts owing to (i) first, Swing Line Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b) or (B) purchase a risk participation in an assignment of an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c), and (ii) second, Issuing Lender Lenders due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Loans remaining after the application of the foregoing proviso shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing proviso attributable to such Defaulting Lender. Except as otherwise provided in subsection 2.12 , 3.3C. Administrative Agent shall promptly distribute to each Revolving Lender, at the account specified in the payment instructions set forth below its name on the appropriate signature page hereof or at such other account as such Lender may request in subsequent payment instructions delivered to Administrative Agent by such Lender, its Pro Rata Share of all such payments received by Administrative Agent and the commitment fees and letter of credit fees of such Lender, if any, when received by Administrative Agent pursuant to subsections subsection 2.3 and subsection 3.2. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafter.

Apportionment of Payments. Except as otherwise provided in subsection 2.12, aggregate Aggregate principal and interest payments in respect of Term Loans and Revolving Loans shall be apportioned among all outstanding Revolving Loans to which such payments relate, in each case proportionately to the Revolving Lenders’ ' respective Pro Rata Shares; providedPROVIDED, that all payments in respect of Revolving Loans shall first be applied in the following priority to repay any amounts owing to (i) firstFIRST, Swing Line Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b) or (B) purchase a risk participation in an assignment of an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c), and (ii) secondSECOND, Issuing Lender Lenders due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Loans remaining after the application of the foregoing proviso shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing proviso attributable to such Defaulting Lender. Except as otherwise provided in subsection 2.12 , 3.3C. Administrative Agent shall promptly distribute to each Revolving Lender, at the account specified in the payment instructions set forth below its name on the appropriate signature page hereof or at such other account as such Lender may request in subsequent payment instructions delivered to Administrative Agent by such Lender, its Pro Rata Share of all such payments received by Administrative Agent and the commitment fees and letter of credit fees of such Lender, if any, when received by Administrative Agent pursuant to subsections subsection 2.3 and subsection 3.2. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafter.

Apportionment of Payments. Except as otherwise provided in subsection 2.12, aggregate principal and interest payments in respect of Term Loans and Revolving Loans shall be apportioned among all outstanding Revolving Loans to which such payments relate, in each case proportionately to the Revolving Lenders’ respective Pro Rata Shares; provided, that all payments in respect of Revolving Loans shall first be applied in the following priority to repay any amounts owing to (i) first, Swing Line Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b) or (B) purchase a risk participation in an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c), and (ii) second, Issuing Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Loans remaining after the application of the foregoing proviso shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing proviso attributable to such Defaulting Lender. Except as otherwise provided in subsection 2.12 2.12, Administrative Agent shall promptly distribute to each Revolving Lender, at the account specified in the payment instructions delivered to Administrative Agent by such Lender, its Pro Rata Share of all such payments received by Administrative Agent and the commitment fees and letter of credit fees of such Lender, if any, when received by Administrative Agent pursuant to subsections 2.3 and 3.2. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafter.

Apportionment of Payments. Except as otherwise provided in subsection 2.12, aggregate Aggregate principal and interest payments in respect of the Term Loans and Revolving Loans shall be apportioned among all outstanding Revolving Loans to which such payments relate, in each case proportionately to the Revolving Lenders’ respective Pro Rata Shares; provided, provided that all payments in respect of Revolving Loans shall first be applied in the following priority to repay any amounts amount owing to (ia) first, Swing Line Lender due to the failure of any Revolving Lender to (A1) fund a Revolving Loan for the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b) or (B2) purchase a risk participation in an assignment of an unpaid Swing Line Loan Lon pursuant to subsection 2.1A(iii)(c), and (iib) second, Issuing Lender due to the failure of any Revolving Lender to (A1) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B2) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Loans remaining after the application of the foregoing proviso shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing proviso attributable to such Defaulting Lender. Except as otherwise provided in subsection 2.12 , 3.3C. Administrative Agent shall promptly distribute to each Revolving Lender, at the account specified in the payment instructions delivered to Administrative Agent by such Lender, its Pro Rata Share of all such payments received by Administrative Agent and the commitment fees and letter of credit fees of such Lender, if any, when received by Administrative Agent pursuant to subsections 2.3 and 3.2. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafter.

Apportionment of Payments. Except as otherwise provided in subsection 2.12, aggregate principal and interest payments in respect of Revolving Loans shall be apportioned among all outstanding Revolving Loans to which such payments relate, in each case proportionately to the Revolving Lenders’ respective Pro Rata Shares; provided, that all payments in respect of Revolving Loans shall first be applied in the following priority to repay any amounts owing to (i) first, Swing Line Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b) or (B) purchase a risk participation in an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c), and (ii) second, Issuing Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Loans remaining after the application of the foregoing proviso shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing proviso attributable to such Defaulting Lender. Except as otherwise provided in subsection 2.12 , Administrative Agent shall promptly distribute to each Revolving Lender, at the account specified in the payment instructions delivered to Administrative Agent by such Lender, its Pro Rata Share of all such payments received by Administrative Agent and the commitment fees and letter of credit fees of such Lender, if any, when received by Administrative Agent pursuant to subsections 2.3 and 3.2. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafter.Defaulting

Apportionment of Payments. Except as otherwise provided in subsection 2.12, aggregate Aggregate principal and interest payments in ------------------------- respect of Term Loans and Revolving Loans shall be apportioned among all outstanding Revolving Loans to which such payments relate, in each case proportionately to the Revolving Lenders’ ' respective Pro Rata SharesShares of such Loans; provided, provided that all (i) payments of principal in respect of the Revolving Loans -------- pursuant to subsection 2.4B(iii)(h) shall be applied to reduce the outstanding Revolving Loans of Daily Funding Lender (subject to settlement pursuant to subsection 2.1D) prior to application to the outstanding Revolving Loans of any other Lender and (ii) payments of interest in respect of Revolving Loans which are Base Rate Loans shall first be applied apportioned ratably among Lenders in the following priority to repay any amounts owing to (i) first, Swing Line Lender due proportion to the failure average daily amount of any Revolving such Base Rate Loans of each Lender to (A) fund a Revolving Loan for outstanding during the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b) or (B) purchase a risk participation period in an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c), and (ii) second, Issuing Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any which such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Loans remaining after the application of the foregoing proviso interest shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing proviso attributable to such Defaulting Lenderhave accrued. Except as otherwise provided in subsection 2.12 , Administrative Agent shall promptly distribute to each Revolving Lender, at its primary address set forth below its name on the account specified in the payment instructions delivered to Administrative Agent by appropriate signature page hereof or at such Lenderother address as such Lender may request, its Pro Rata Share of all such payments received by Administrative Agent in respect of Loans and the commitment fees and letter of credit fees of such Lender, if any, Lender when received by Administrative Agent pursuant to subsections 2.3 and 3.2subsection 2.3. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafter.

Apportionment of Payments. Except as otherwise provided in subsection 2.12(i) Subject to the provisions of Section 3.02(b)(ii) and (iv), aggregate (A) all payments of principal and interest payments in respect of Revolving Loans shall be apportioned among all outstanding Revolving Loans to which such payments relateLoans, in each case proportionately to the Revolving Lenders’ respective Pro Rata Shares; provided, that and all payments in respect of Revolving Loans Xxxx- bursement Obligations and Acceptance Obligations, shall first be allocated among such of the Lenders and Issuing Banks as are entitled thereto, in proportion to their respective Pro Rata Shares and (B) all payments of fees and all other payments in respect of any other Obligation shall be allocated among such of the Lenders and Issuing Banks as are entitled thereto, in proportion to their respective Pro Rata Shares. All such payments and any other proceeds of Collateral or other amounts received by the Administrative Agent from or for the benefit of a Borrower shall be applied in first, to pay principal of and interest on any portion of the following priority Loans made to repay such Borrower which the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any amounts Lender, for which the Administrative Agent has not then been reimbursed by such Lender or such Borrower, second, to pay the outstanding Reimbursement Obligations and Acceptance Obligations owing to (i) firstany Issuing Bank for which such Issuing Bank has not then been paid by such Borrower or reimbursed by the Lenders, Swing Line Lender third, to pay all other Obligations of such Borrower then due and payable and fourth, to the failure of any Revolving Lender applicable Cash Collateral Account for such currency to be held as Cash Collateral in accordance with this Agreement. Except as set forth in Sections 3.01(a) and (b) and unless otherwise designated by the Borrowers, (A) fund a all principal payments made by any Borrower in respect of outstanding Swing Loans or Revolving Loan for Loans of such Borrower, as the purpose case may be, shall be applied first, to the outstanding Swing Loans of repaying any Refunded Swing Line Loan pursuant such Borrower and second, to subsection 2.1A(iii)(b) or (B) purchase a risk participation the outstanding Revolving Loans of such Borrower, in an unpaid Swing Line Loan pursuant each case, first, to subsection 2.1A(iii)(c)repay outstanding Floating Rate Loans, and (ii) second, Issuing Lender due then to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving repay outstanding Fixed Rate Loans remaining after the application of the foregoing proviso shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving with those Loans which have earlier expiring Interest Periods being repaid prior to the application those which have later expiring Interest Periods (provided, that, so long as no Default or Event of the foregoing proviso Default shall have occurred and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any continuing, such payments less the amount applied in accordance with the foregoing proviso attributable to such Defaulting Lender. Except as otherwise provided in subsection 2.12 Borrower may, Administrative Agent shall promptly distribute to each Revolving Lender, at the account specified in the payment instructions delivered to Administrative Agent by such Lender, its Pro Rata Share of all such payments received by Administrative Agent and the commitment fees and letter of credit fees of such Lender, if any, when received by Administrative Agent pursuant to subsections 2.3 and 3.2. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share having amounts applied to repay, in full or in part, a Fixed Rate Loan on a date which is not the last day of the applicable Interest Period, request that any Eurocurrency amount to be so applied be deposited into such Borrower's Cash Collateral Account (or, in the case of Fixed Rate LoansLoans denominated in an Optional Currency, a Cash Collateral Account for such currency) as Cash Collateral for application by the Administrative Agent shall give effect thereto in apportioning interest payments received thereafterto such Loan on the last day of such Interest Period).

Apportionment of Payments. Except as otherwise provided in Subject to the second paragraph of this subsection 2.122.8C, (i) aggregate principal and interest payments in respect of Revolving Pro Rata Loans shall be apportioned among all outstanding Revolving Pro Rata Loans to which such payments relate, FIRST, as to interest ratably in each case proportionately accordance with the respective accrued and unpaid amounts of such interest, and SECOND, as to principal ratably in accordance with the Revolving Lenders’ respective Pro Rata Shares; provided, that all payments in respect outstanding amounts of Revolving Loans shall first be applied in the following priority to repay any amounts owing to (i) first, Swing Line Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b) or (B) purchase a risk participation in an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c)such principal, and (ii) second, Issuing Lender due to the failure all principal and interest payments in respect of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Bid Rate Loans remaining after the application of the foregoing proviso shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each apportioned ratably among Lenders making such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving Bid Rate Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing proviso attributable to respective outstanding principal amounts of, and the respective interest rates applicable to, such Defaulting LenderBid Rate Loans. Except as otherwise provided in subsection 2.12 , Administrative Agent shall promptly (and if practicable on the same Business Day as payments are received) distribute to each Revolving LenderLender at its primary address set forth on SCHEDULE 2.1 attached hereto (or set forth in Section 13 of the applicable Assignment and Acceptance Agreement), or at the account specified in the payment instructions delivered such other address as any Lender may request by notice to Administrative Agent by such Lenderin accordance with the terms of this Agreement, its Pro Rata Share share of all such payments received by Administrative Agent and the commitment fees and letter of credit fees on behalf of such Lender, if any, Lender when received by Administrative Agent pursuant to subsections 2.3 and 3.2Agent. Notwithstanding the foregoing provisions of this subsection 2.4C(iii)2.8C, if, pursuant to the provisions of subsection 2.6C, 2.10B(ii) any Notice of Pro Rata Borrowing or Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of Offshore Rate Loans or if any Eurocurrency Loan of an Affected Lender is converted into a Base Rate LoansLoan, Administrative Agent shall give effect thereto in apportioning interest payments received thereafter. ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY NOTWITHSTANDING, UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF ANY EVENT OF DEFAULT SPECIFIED IN SUBSECTION 7.1 OR AFTER THE ACCELERATION OF THE MATURITY OF THE LOANS AND THE OTHER AMOUNTS REFERRED TO IN SECTION 7 OR TERMINATION OF THE PRO RATA COMMITMENTS, ALL PAYMENTS BY ANY BORROWER RELATING TO THE LOANS AND THE OTHER OBLIGATIONS OF SUCH BORROWER SHALL BE MADE TO ADMINISTRATIVE AGENT FOR THE ACCOUNT OF LENDERS AND ALL AMOUNTS RECEIVED BY ADMINISTRATIVE AGENT WHICH ARE TO BE APPLIED TO THE PAYMENT OF THE OBLIGATIONS OF SUCH BORROWER SHALL BE DISTRIBUTED TO LENDERS IN SUCH A MANNER THAT EACH LENDER RECEIVES ITS PROPORTIONATE SHARE OF SUCH AMOUNTS BASED ON THE OUTSTANDING PRINCIPAL AMOUNTS OF ALL LOANS OF SUCH BORROWER THEN OUTSTANDING AND (SUBJECT TO THE LAST SENTENCE OF THE FIRST PARAGRAPH OF THIS SUBSECTION 2.8C), THE AMOUNT OF ALL OTHER OBLIGATIONS OF SUCH BORROWER THEN PAYABLE.

Apportionment of Payments. Except (i) Subject to the provisions of Section 3.02(b)(iii) and (v), except as otherwise provided in subsection 2.12herein, aggregate (A) all payments of principal and interest payments in respect of Revolving Loans shall be apportioned among all outstanding Revolving Loans made to which such payments relateany Borrower, in each case proportionately to the Revolving Lenders’ respective Pro Rata Shares; provided, that and all payments in respect of Reimbursement Obligations in respect of Letters of Credit Issued for the account of such Borrower, shall be allocated among such of the Lenders and Issuing Banks as are entitled thereto in proportion to their respective Revolving Credit Pro Rata Shares and (B) all payments of fees and all other payments in respect of any other Obligation of such Borrower (other than European Overdraft Loans of such Borrower) shall be allocated among such of the Lenders and Issuing Banks as are entitled thereto, in proportion to their respective Revolving Credit Pro Rata Shares. All such payments and any other amounts received by the Administrative Agent from or for the benefit of any Borrower shall be applied first, to pay principal of and interest on any portion of the Revolving Loans made to such Borrower which the Administrative Agent may have advanced pursuant to the express provisions of this Agreement on behalf of any Lender other than the Lender then acting as Administrative Agent, for which the Administrative Agent has not then been reimbursed by such Lender or the Borrowers, and second, to pay all other Obligations of such Borrower (other than European Overdraft Loans of such Borrower) then due and payable. Except as set forth in Sections 3.01(a) and (b) and unless otherwise designated by the Company, (A) all principal payments made by a Borrower in respect of outstanding Revolving Loans shall first be applied first, to the outstanding Swing Loans and second, to the outstanding Revolving Loans made to such Borrower, and in the following priority case of Revolving Loans, first, to repay any amounts owing outstanding Base Rate Loans, and then to (i) firstrepay outstanding Eurocurrency Rate Loans, Swing Line Lender due with those Loans that have earlier expiring Interest Periods being repaid prior to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b) or those that have later expiring Interest Periods and (B) purchase a risk participation subject to Section 2.01(d) all principal payments made by any Foreign Borrower in an unpaid Swing Line Loan pursuant respect of outstanding Revolving Loans made to subsection 2.1A(iii)(c)such Borrower shall be applied first, and (ii) second, Issuing Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Loans remaining after the application of the foregoing proviso shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing proviso attributable to such Defaulting Lender. Except as otherwise provided in subsection 2.12 , Administrative Agent shall promptly distribute to each Revolving Lender, at the account specified in the payment instructions delivered to Administrative Agent by such Lender, its Pro Rata Share of all such payments received by Administrative Agent and the commitment fees and letter of credit fees of such Lenderoutstanding Acquisition Loans, if any, when received by Administrative Agent pursuant made to subsections 2.3 such Borrower, and 3.2. Notwithstanding second, subject to the foregoing provisions of this subsection 2.4C(iiiproviso in Section 4.02(e), ifto all other outstanding Revolving Loans made to such Foreign Borrower, pursuant with those Revolving Loans that have earlier expiring Interest Periods being repaid prior to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafterthose that have later expiring Interest Periods.

Apportionment of Payments. Except So long as otherwise provided in subsection 2.12there does ------------------------- not exist an Event of Default, aggregate all payments of principal and interest payments in respect of Revolving Loans shall be apportioned among outstanding Loans, all outstanding Revolving Loans to which such payments relateof fees constituting Obligations, in each case proportionately to the Revolving Lenders’ respective Pro Rata Shares; provided, that and all payments in respect of Revolving Loans any other Obligations shall first be applied allocated among such of the Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein. After the following priority occurrence and during the continuance of an Event of Default, and after notice by the Administrative Agent to repay any the Borrower that payments and proceeds shall be so applied, all payments remitted to the Administrative Agent and all amounts owing and proceeds of Collateral received by the Administrative Agent shall be applied, subject to the provisions of this Agreement, (i) first, Swing Line Lender to pay Obligations in respect of any fees or indemnities then due to the failure of any Revolving Lender to (A) fund a Revolving Loan for Administrative Agent, the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b) or (B) purchase a risk participation in an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c), Issuing Banks and the Lenders; (ii) second, Issuing Lender to pay Obligations in respect of expense reimbursements then due under Section 12.03; (iii) third, to pay or prepay ------------- principal of and interest on any outstanding Reimbursement Obligations and Loans, and to pay (or to the failure of any Revolving Lender to (Aextent such Obligations are contingent, prepay or provide cash collateral in respect of) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3CObligations; provided further that any if -------- sufficient funds are not available to fund all payments on to be made to the Revolving Loans remaining after the application holders of the foregoing proviso Obligations described in this clause (iii), the available funds shall be allocated to the payment of such Obligations ratably, based on the proportion of each Revolving Lendersuch holder's interest in the aggregate outstanding Loans, excluding Defaulting LendersReimbursement Obligations and other Letter of Credit Obligations (in each instance whether or not due); and provided, further, -------- ------- that matured and, to the extent permitted by law, unmatured interest-bearing Obligations shall, in an amount equal any event, be paid prior to each such Revolving Lender’s Pro Rata Share prepayment or provision of cash collateral for contingent Letter of Credit Obligations; (iv) fourth, to the ratable payment ================================================================= -36- of all other Obligations then due and payable for expense reimbursements; (v) fifth, to pay Obligations then due and payable in respect of the aggregate payments on the Revolving Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing proviso attributable to such Defaulting Lender. Except as otherwise provided in subsection 2.12 , Administrative Agent shall promptly distribute to each Revolving Lender, at the account specified in the payment instructions delivered to Administrative Agent by such Lender, its Pro Rata Share of all such payments received by Administrative Agent and the commitment fees and letter of credit fees of such LenderInterest Rate Contracts, if any, when received by Administrative Agent pursuant to subsections 2.3 and 3.2. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafter.; and

Apportionment of Payments. Except as otherwise provided in subsection 2.12, aggregate Aggregate principal and interest payments in respect of Revolving Loans shall be apportioned among all outstanding Revolving Loans to which such payments relate, in each case proportionately to the Revolving Lenders’ ' respective Pro Rata SharesShares of such Loans; provided, provided that all (i) payments of principal in respect of the Revolving Loans pursuant to subsection 2.4A(iii)(b) shall be applied to reduce the outstanding Revolving Loans of Daily Funding Lender (subject to settlement pursuant to subsection 2.1D) prior to application to the outstanding Revolving Loans of any other Lender and (ii) payments of interest in respect of Revolving Loans which are Base Rate Loans shall first be applied apportioned ratably among Lenders in the following priority to repay any amounts owing to (i) first, Swing Line Lender due proportion to the failure average daily amount of any Revolving such Base Rate Loans of each Lender to (A) fund a Revolving Loan for outstanding during the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b) or (B) purchase a risk participation period in an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c), and (ii) second, Issuing Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any which such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Loans remaining after the application of the foregoing proviso interest shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing proviso attributable to such Defaulting Lenderhave accrued. Except as otherwise provided in subsection 2.12 , Administrative Agent shall promptly distribute to each Revolving Lender, at its primary address set forth below its name on the account specified in the payment instructions delivered to Administrative Agent by appropriate signature page hereof or at such Lenderother address as such Lender may request, its Pro Rata Share of all such payments received by Administrative Agent in respect of Loans and the commitment fees and letter of credit fees of such Lender, if any, Lender when received by Administrative Agent pursuant to subsections 2.3 and 3.2subsection 2.3. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafter.

Apportionment of Payments. Except as otherwise provided in subsection 2.12, aggregate Aggregate principal and interest payments in respect of Term Loans and Revolving Loans shall be apportioned among all outstanding Revolving Loans to which such payments relate, in each case proportionately to the Revolving Lenders’ respective Pro Rata Shares; provided, that all payments in respect of Revolving Loans shall first be applied in the following priority to repay any amounts owing to (i) first, Swing Line Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b) or (B) purchase a risk participation in an assignment of an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c), and (ii) second, Issuing Lender Lenders due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Loans remaining after the application of the foregoing proviso shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing proviso attributable to such Defaulting Lender. Except as otherwise provided in subsection 2.12 , 3.3C. Administrative Agent shall promptly distribute to each Revolving Lender, at the account specified in the payment instructions set forth below its name on the appropriate signature page hereof or at such other account as such Lender may request in subsequent payment instructions delivered to Administrative Agent by such Lender, its Pro Rata Share of all such payments received by Administrative Agent and the commitment fees and letter of credit fees of such Lender, if any, when received by Administrative Agent pursuant to subsections subsection 2.3 and subsection 3.2. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice 50 of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafter.