Common use of Apportionment of Payments Clause in Contracts

Apportionment of Payments. Except as otherwise provided in this subsection, aggregate principal and interest payments shall be apportioned among all outstanding Loans to which such payments relate and payments of the Unused Line Fee and Letter of Credit Fee required to be paid by the Borrower to the Lenders under subsections 2.08(e) and (f) shall, as applicable, be apportioned ratably among the Lenders, in each case according to their Pro Rata Shares. All payments shall be remitted to the Agent and all such payments and any other amounts, including, without limitation, proceeds of Collateral received by the Agent from or on behalf of the Borrower shall be applied subject to the provisions of this Agreement first, to pay principal of and interest on any Obligations funded by the Agent on behalf of the Lenders and any fees, expense reimbursements or indemnities then due to the Agent from the Borrower; second, to pay any fees, expense reimbursements or indemnities then due to the Lenders or the Letter of Credit Issuer hereunder; third, to pay interest due in respect of Loans and Unreimbursed Draws under Letters of Credit; and fourth, to pay, prepay or provide cash collateral in respect of principal of Loans and Letter of Credit Exposure. The Agent shall promptly distribute to each Lender at its primary address set forth on the appropriate signature page hereof, or at such other address as such Lender may designate in writing, such funds as it may be entitled to receive. The foregoing apportionment of payments is solely for the purpose of determining the obligations of the Borrower hereunder and, notwithstanding such apportionment, any Lender may on its books and records allocate payments received by it in a manner different from that contemplated hereby. No such different allocation shall alter the rights and obligations of the Borrower under this Agreement determined in accordance with the apportionments contemplated by this Section 2.08(c). To the extent that the Borrower makes a payment or payments to the Agent or the Agent receives any payment or other amount, which payment(s) or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause then, to the extent of such payment or proceeds received, the Obligations or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by the Agent.

Apportionment of Payments. Except as otherwise provided in this subsection, aggregate principal and interest payments shall be apportioned among all outstanding Loans to which such payments relate and payments of the Unused Line Fee and Letter of Credit Fee fees required to be paid by the Borrower Borrowers under this Agreement to the Lenders under subsections 2.08(eAdministrative Agent (except as to amounts payable for the account of the Administrative Agent) and (f) shall, as applicable, shall be apportioned ratably among and to the Lenders, in each case according extent separately agreed to their Pro Rata Sharesby the Administrative Agent and any Lender. All payments shall be remitted to the Administrative Agent and all such payments and any other amounts, including, without limitation, proceeds of Collateral received by the Administrative Agent from or on behalf of as to the Borrower Borrowers shall be applied subject to the provisions of this Agreement first, to pay principal of and interest on any Obligations Loans funded by the Administrative Agent on behalf of the Lenders (including, without limitation, under Section 11.08 hereof) and any fees, expense reimbursements or indemnities then due to the Administrative Agent from the Borrower; second, to pay any fees, expense reimbursements or indemnities then due to the Lenders or the Letter of Credit Issuer hereunder; third, to pay interest due in respect of Loans and Unreimbursed Draws under Letters of Credit; and fourth, to pay, prepay or provide cash collateral collateral, if then required, in respect of principal of Loans and Letter of Credit Exposure. The Administrative Agent shall promptly distribute to each Lender at its primary address set forth on the appropriate signature page hereof, or at such other address as such Lender may designate in writing, such funds as it may be entitled to receive. The foregoing apportionment of payments is solely for the purpose of determining the obligations of the Borrower Borrowers hereunder and, notwithstanding such apportionment, any Lender may on its books and records allocate payments received by it in a manner different from that contemplated hereby. No such different allocation shall alter the rights and obligations of the Borrower Borrowers under this Agreement determined in accordance with the apportionments contemplated by this Section 2.08(c). To the extent that the Borrower makes Borrowers make a payment or payments to the Administrative Agent or the Administrative Agent receives any payment or other amount, which payment(s) or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause then, to the extent of such payment or proceeds received, the Obligations or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by the Administrative Agent.

Apportionment of Payments. Except as otherwise provided in this subsection, aggregate principal and interest payments shall be apportioned among all outstanding Loans to which such payments relate and payments Each payment (including each prepayment) by Company on account of the Unused Line Fee and Letter of Credit Fee required to be paid by the Borrower to the Lenders under subsections 2.08(e) and (f) shall, as applicable, be apportioned ratably among the Lenders, in each case according to their Pro Rata Shares. All payments shall be remitted to the Agent and all such payments and any other amounts, including, without limitation, proceeds of Collateral received by the Agent from or on behalf of the Borrower shall be applied subject to the provisions of this Agreement first, to pay principal of and interest on any Obligations funded by the Agent on behalf Loans shall be made pro rata according to the effective outstanding principal amounts of the Lenders Loans then held by Lenders. All payments (including prepayments) to be made by Company hereunder and any feesunder the Notes and the other Loan Documents, expense reimbursements whether on account of principal, interest, fees or indemnities then otherwise, shall be made without set off or counterclaim and shall be made not later than 12:00 p.m., New York time, on the due to the Agent from the Borrower; seconddate thereof, to pay any feesAgent, expense reimbursements or indemnities then due to for the Lenders or the Letter account of Credit Issuer hereunder; thirdLenders, to pay interest due in respect of Loans and Unreimbursed Draws under Letters of Credit; and fourth, to pay, prepay or provide cash collateral in respect of principal of Loans and Letter of Credit Exposure. The Agent shall promptly distribute to each Lender at its primary address set forth Agent's office specified on the appropriate signature page hereof, in Dollars and in immediately available funds. All such payments not relating to principal or at such interest of specific Loans, or not constituting payment of specific fees shall be applied as follows: FIRST, to pay any fees, costs, or expense reimbursements then due to Collateral Agent from Company; SECOND, to pay any fees, costs, or expense reimbursements then due to Agent from Company; THIRD, to pay any fees, premiums, costs, or expense reimbursements then due to Lenders from Company; FOURTH, ratably to pay any interest due in respect of the Loans, until paid in full; FIFTH, ratably to pay principal of the Loans; SIXTH, ratably to pay any other address as such Obligations due to Agent or any Lender may designate in writingby Company. If any payment hereunder becomes due and payable on a day other than a Business Day, such funds as it payment shall be extended to the next succeeding Business Day, and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. Each of the Lenders acknowledges that Agent may be entitled to receive. The foregoing apportionment of payments is solely for required by the purpose of determining the obligations terms of the Borrower hereunder andIntercreditor Agreement, notwithstanding such apportionment, after the receipt of any Lender may on its books amount and records allocate payments received by it in a manner different from that contemplated hereby. No such different prior to making any allocation shall alter the rights and obligations of the Borrower under this Agreement determined in accordance with the apportionments contemplated by this Section 2.08(c). To the extent that the Borrower makes a or payment or payments thereof to the Agent or the Agent receives any payment or other amount, which payment(s) or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause thenLenders, to pay such amount to Collateral Agent for redistribution pursuant to the extent of such payment or proceeds received, the Obligations or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by the AgentIntercreditor Agreement.

Apportionment of Payments. Except as otherwise provided in this subsection(i) Subject to the provisions of Sections 3.02(b)(iii) and (v), aggregate all payments of principal and interest in respect of outstanding Swing Loans and Revolving Loans, all payments shall be apportioned among all outstanding Loans to which such payments relate and payments in respect of the Unused Line Fee and Letter of Credit Fee required to be paid by the Borrower to the Lenders under subsections 2.08(e) and (f) shallReimbursement Obligations, as applicable, all payments of fees and all other payments in respect of any other Obligations, shall be apportioned ratably allocated among such of the Lenders, in each case according to their Pro Rata SharesLenders and Issuing Banks as are entitled thereto as provided herein. All payments shall be remitted to the Agent and all such payments and any other amounts, including, without limitation, proceeds of Collateral amounts received by the Funding Agent from or on behalf for the benefit of the Borrower shall be applied subject to the provisions Borrower's Obligations as follows: first to pay principal of this Agreement firstand interest on any portion of any outstanding Swing Loans, second to pay principal of and interest on any portion of the Revolving Loans which the Funding Agent may have advanced on behalf of any Lender other than Scotiabank for which the Funding Agent has not then been reimbursed by such Lender or the Borrower, third, to pay principal of and interest on any Obligations funded Protective Advance for which the Collateral Agent has not then been paid by the Agent on behalf of Borrower or reimbursed by the Lenders and any feesLenders, expense reimbursements or indemnities then due to the Agent from the Borrower; secondfourth, to pay any feesprincipal of and interest on all Revolving Loans which are Base Rate Loans constituting Non Pro Rata Loans, expense reimbursements or indemnities then due to the Lenders or the Letter of Credit Issuer hereunder; thirdfifth, to pay all other Obligations then due and payable other than Base Rate Loans constituting Cure Loans, sixth, to pay principal of and interest due 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 and Unreimbursed Draws under Letters of Credit; and fourthshall be applied to the outstanding Loans, first, to payrepay outstanding Base Rate Loans, prepay or provide cash collateral in respect of principal of and then to repay outstanding LIBO Rate Loans and Letter of Credit Exposure. The Agent shall promptly distribute with those LIBO Rate Loans which have earlier expiring LIBO Rate Interest Periods being repaid prior to each Lender at its primary address set forth on the appropriate signature page hereof, or at such other address as such Lender may designate in writing, such funds as it may be entitled to receive. The foregoing apportionment of payments is solely for the purpose of determining the obligations of the Borrower hereunder and, notwithstanding such apportionment, any Lender may on its books and records allocate payments received by it in a manner different from that contemplated hereby. No such different allocation shall alter the rights and obligations of the Borrower under this Agreement determined in accordance with the apportionments contemplated by this Section 2.08(c). To the extent that the Borrower makes a payment or payments to the Agent or the Agent receives any payment or other amount, those which payment(s) or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause then, to the extent of such payment or proceeds received, the Obligations or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by the Agenthave later expiring LIBO Rate Interest Periods.

Apportionment of Payments. Except So long as otherwise provided in this subsectionthere does not exist an Event of Default, aggregate all payments of principal and interest in respect of outstanding Loans, all payments of fees constituting Obligations, and all payments in respect of any other Obligations shall be apportioned allocated among all outstanding Loans to which such payments relate and payments of the Unused Line Fee Lenders as are entitled thereto, in proportion to their respective Pro Rata Revolving Loan Shares or Pro Rata Term Loan Shares, as the case may be, or otherwise as provided herein. After the occurrence and Letter during the continuance of Credit Fee required to be paid an Event of Default, and after notice by the Borrower Agent to the Lenders under subsections 2.08(e) Borrower that payments and (f) shall, as applicable, be apportioned ratably among the Lenders, in each case according to their Pro Rata Shares. All payments proceeds shall be so applied, all payments remitted to the Agent and all such payments amounts and any other amounts, including, without limitation, proceeds of Collateral received by the Agent from or on behalf of the Borrower shall be applied applied, subject to the provisions of this Agreement Agreement, (i) first, to pay Obligations in respect of any fees or indemnities then due to the Agent, the Issuing Bank and the Lenders; (ii) second, 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 funded by the Agent on behalf of the Lenders and any feesLoans, expense reimbursements and to pay (or indemnities then due to the Agent from the Borrower; second, to pay any fees, expense reimbursements or indemnities then due to the Lenders or the Letter of Credit Issuer hereunder; third, to pay interest due in respect of Loans and Unreimbursed Draws under Letters of Credit; and fourth, to payextent such Obligations are contingent, prepay or provide cash collateral in respect of principal of Loans and of) Letter of Credit ExposureObligations; provided that if sufficient funds are not available to fund all payments to be made to the holders of the 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 such holder's interest in the aggregate outstanding Loans, Reimbursement Obligations and other Letter of Credit Obligations (in each instance whether or not due); and further, provided, that matured and, to the extent permitted by law, unmatured interest-bearing Obligations shall, in any event, be paid prior to 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 Interest Rate Contracts, if any; and (vi) sixth, to the ratable payment of all other Obligations due to any and all holders of Obligations. The Agent shall promptly distribute to each Lender at its primary address set forth on the appropriate signature page hereofin Schedule 1.01(a), or at such other address as such a Lender may designate request in writing, such funds as it may be entitled to receive. The foregoing apportionment receive or as may be shown due to it in the Agent's Loan Account, provided that the Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of payments is solely for the purpose any interest or entitlement of determining the obligations of the Borrower hereunder and, notwithstanding such apportionment, any Lender or any other holder of Obligations and may on its books and records allocate suspend all payments received by it or seek appropriate relief (including instructions from the Requisite Lenders or an action in a manner different from that the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. No such different allocation shall alter The order of priority herein is set forth solely to determine the rights and obligations priorities of the Borrower under this Agreement determined holders of Obligations as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writing in accordance with the apportionments contemplated Section 12.08 (except that no amendment shall require prepayment or provision of cash collateral for contingent Letter of Credit Obligations unless (as provided in clause (iii) of Section 2.06(b)) matured and certain interest-bearing unmatured Obligations shall have been paid), without necessity of notice to or consent of or approval by this Section 2.08(c). To the extent that the Borrower makes a payment or payments to the Agent or the Agent receives any payment or other amount, which payment(s) or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause then, to the extent of such payment or proceeds received, the Obligations or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by the AgentPerson.

Apportionment of Payments. Except as otherwise provided in this subsection, aggregate principal and interest payments shall be apportioned among all outstanding Loans to which such payments relate and payments Each payment (including each prepayment) by Company on account of the Unused Line Fee and Letter of Credit Fee required to be paid by the Borrower to the Lenders under subsections 2.08(e) and (f) shall, as applicable, be apportioned ratably among the Lenders, in each case according to their Pro Rata Shares. All payments shall be remitted to the Agent and all such payments and any other amounts, including, without limitation, proceeds of Collateral received by the Agent from or on behalf of the Borrower shall be applied subject to the provisions of this Agreement first, to pay principal of and interest on any Obligations funded by the Agent on behalf Loans shall be made pro rata according to the effective outstanding principal amounts of the Lenders Loans then held by Banks. All payments (including prepayments) to be made by Company hereunder and any feesunder the Notes and the other Loan Documents, expense reimbursements whether onaccount of principal, interest, fees or indemnities then otherwise, shall be made without set off or counterclaim and shall be made not later than 12:00 p.m., New York time, on the due to the Agent from the Borrower; seconddate thereof, to pay any feesAgent, expense reimbursements or indemnities then due to for the Lenders or the Letter account of Credit Issuer hereunder; thirdBanks, to pay interest due in respect of Loans and Unreimbursed Draws under Letters of Credit; and fourth, to pay, prepay or provide cash collateral in respect of principal of Loans and Letter of Credit Exposure. The Agent shall promptly distribute to each Lender at its primary address set forth Agent's office specified on the appropriate signature page hereof, in Dollars and in immediately available funds. All such payments not relating to principal or at such interest of specific Loans, or not constituting payment of specific fees shall be applied as follows: FIRST, to pay any fees, costs, or expense reimbursements then due to Collateral Agent from Company; SECOND, to pay any fees, costs, or expense reimbursements then due to Agent from Company; THIRD, to pay any fees, premiums, costs, or expense reimbursements then due to Banks from Company; FOURTH, ratably to pay any interest due in respect of the Loans, until paid in full; FIFTH, ratably to pay principal of the Loans; SIXTH, ratably to pay any other address as such Lender may designate in writingObligations due to Agent or any Bank by Company. If any payment hereunder becomes due and payable on a day other than a Business Day, such funds as it may payment shall be entitled extended to receive. The foregoing apportionment of payments is solely for the purpose of determining the obligations of the Borrower hereunder next succeeding Business Day, and, notwithstanding such apportionmentwith respect to payments of principal, any Lender may on its books and records allocate payments received by it in a manner different from that contemplated hereby. No such different allocation shall alter the rights and obligations of the Borrower under this Agreement determined in accordance with the apportionments contemplated by this Section 2.08(c). To the extent that the Borrower makes a payment or payments to the Agent or the Agent receives any payment or other amount, which payment(s) or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause then, to the extent of such payment or proceeds received, the Obligations or part thereof intended to be satisfied interest thereon shall be revived and continue in full force and effect, as if payable at the then applicable rate during such payment or proceeds had not been received by the Agentextension.

Apportionment of Payments. Except (i) So long as otherwise provided in this subsectionno Event of Default exists, aggregate all payments of principal and interest payments shall be apportioned among in respect of a Borrowing of outstanding Loans, all outstanding Loans to which such payments relate and payments of the Unused Line Fee fees described herein, and Letter all payments in respect of Credit Fee required any other Obligations shall be allocated among such of the Banks as are entitled thereto as follows (unless otherwise expressly provided elsewhere herein): (1) if made with respect to the Tranche A Loans, to the Banks in accordance with each Bank's Tranche A Pro Rata Share for such Tranche A Loan, (2) if made with respect to Tranche B Loans, to the Tranche B Banks in accordance with each Tranche B Bank's Applicable Tranche B Pro Rata Share for such Tranche B Loan, and (3) if made other than with respect to Loans, to the Banks in accordance with each Bank's Applicable Pro Rata Share at such time. Subject to the terms and conditions of this Agreement, the Company and each other Multicurrency Borrower may choose the Borrowing or Borrowings to which any such payment will be paid applied. After the occurrence and during the continuance of an Event of Default and upon the concurrence of the Administrative Agent and after notice by the Borrower Administrative Agent to the Lenders under subsections 2.08(e) Company that payments and (f) shall, as applicable, be apportioned ratably among the Lenders, in each case according to their Pro Rata Shares. All payments proceeds shall be so applied, all payments remitted to the Agent and all such payments and any other amounts, including, without limitation, proceeds of Collateral received by the Agent from or on behalf of the Borrower Agents shall be applied applied, subject to the provisions of this Agreement Agreement, (1) first, to pay principal Obligations in respect of and interest on any Obligations funded by the Agent on behalf of the Lenders and any fees, expense reimbursements or indemnities then due to the Administrative Agent from the Borrowerhereunder; (2) second, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to any of the other Agents pro rata hereunder; (3) third, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders or the Letter of Credit Issuer Banks hereunder; third(4) fourth, to pay interest due in respect of Loans and Unreimbursed Draws under Letters of Credit(pro rata); and fourth(5) fifth, to pay, pay or prepay or provide cash collateral in respect of principal of Loans and Letter of Credit Exposure. The Agent shall promptly distribute (pro rata); (6) sixth, to each Lender at its primary address set forth on the appropriate signature page hereof, or at such other address as such Lender may designate in writing, such funds as it may be entitled to receive. The foregoing apportionment of payments is solely for the purpose of determining the obligations of the Borrower hereunder and, notwithstanding such apportionment, any Lender may on its books and records allocate payments received by it in a manner different from that contemplated hereby. No such different allocation shall alter the rights and obligations of the Borrower under this Agreement determined in accordance with the apportionments contemplated by this Section 2.08(c). To the extent that the Borrower makes a payment or payments to the Agent or the Agent receives any payment or other amount, which payment(s) or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or pay amounts required to be repaid paid into the Collateral Account pursuant to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause thenSection 10.02; and (7) seventh, to the extent ratable payment of such payment or proceeds received, the Obligations or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by the Agentall other Obligations.

Apportionment of Payments. Except as otherwise provided in this subsection, aggregate principal and interest payments shall be apportioned among all outstanding Loans to which such payments relate and payments of the Unused Line Fee and Letter of Credit Fee fees required to be paid by the Borrower to the Lenders borrower under subsections 2.08(e), (f) and (fh) shall, as applicable, be apportioned ratably among the Lenders, in each case according to their Pro Rata Shares. All payments shall be remitted to the Agent and all such payments and any other amounts, including, without limitation, proceeds of Collateral received by the Agent from or on behalf of as to the Borrower shall be applied subject to the provisions of this Agreement first, to pay principal of and interest on any Obligations Loans funded by the Agent on behalf of the Lenders and any fees, expense reimbursements or indemnities then due to the Agent from the Borrower; second, to pay any fees, expense reimbursements or indemnities then due to the Lenders or the Letter of Credit Issuer hereunder; third, to pay interest due in respect of Loans and Unreimbursed Draws under Letters of Credit; and fourth, to pay, prepay or provide cash case collateral in respect of principal of Loans and Letter of Credit Exposure. The Agent shall promptly distribute to each Lender at its primary address set forth on the appropriate signature page hereof, or at such other address as such Lender may designate in writing, such funds as it may be entitled to receive. The foregoing apportionment of payments is solely for the purpose of determining the obligations of the Borrower hereunder and, notwithstanding such apportionment, any Lender may on its books and records allocate payments received by it in a manner different from that contemplated hereby. No such different allocation shall alter the rights and obligations of the Borrower under this Agreement determined in accordance with the apportionments contemplated by this Section 2.08(c). To the extent that the Borrower makes a payment or payments to the Agent or the Agent receives any payment or other amount, which payment(s) or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause then, to the extent of such payment or proceeds received, received ,the Obligations or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by the Agent.

Apportionment of Payments. Except as otherwise provided in this subsection, aggregate principal and interest payments shall be apportioned among all outstanding Loans to which such payments relate and payments of the Unused Line Fee and Letter of Credit Fee required to be paid by the Borrower Companies to the Lenders under subsections 2.08(e2.07(e) and (f) shall, as applicable, shall be apportioned ratably among the Lenders, in each case according to their Pro Rata Shares. All payments shall be remitted to the Administrative Agent and all such payments and any other amounts, including, without limitation, proceeds of Collateral received by the Administrative Agent from or on behalf of the Borrower Companies shall be applied subject to the provisions of this Agreement first, to pay principal of and interest on any Obligations funded by the Administrative Agent on behalf of the Lenders and any fees, expense reimbursements or indemnities then due to the Administrative Agent from the BorrowerCompanies; second, to pay any fees, expense reimbursements or indemnities then due to the Lenders or the Letter of Credit Issuer hereunderLenders; third, to pay interest due in respect of Loans and Unreimbursed Draws under Letters of CreditLoans; and fourth, to pay, pay or prepay or provide cash collateral in respect of principal of Loans Loans; and Letter of Credit Exposurefifth, to the Companies or to such Person as may be lawfully entitled to receive such surplus proceeds. The Administrative Agent shall promptly distribute to each Lender at its primary address set forth on the appropriate signature page hereof, or at such other address as such Lender may designate in writing, such funds as it may be entitled to receive. The foregoing apportionment of payments is solely for the purpose of determining the obligations of the Borrower Companies hereunder and, notwithstanding such apportionment, any Lender may on its books and records allocate payments received by it in a manner different from that contemplated hereby. No such different allocation shall alter the rights and obligations of the Borrower Companies under this Agreement determined in accordance with the apportionments contemplated by this Section 2.08(c2.07(c). To the extent that the Borrower a Company makes a payment or payments to the Administrative Agent or the Administrative Agent receives any payment or other amount, which payment(s) or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause then, to the extent of such payment or proceeds received, the Obligations or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by the Administrative Agent.

Apportionment of Payments. Except as otherwise provided in this subsection, aggregate principal and interest payments shall be apportioned among all outstanding Loans to which such payments relate and payments of the Unused Line Fee and Letter of Credit Fee fees required to be jointly and severally paid by the Borrower Borrowers to the Lenders under subsections 2.04(e), 2.08(e) and (f2.08(f) shall, as applicable, be apportioned ratably among the Lenders, in each case according to their Pro Rata Shares. All payments shall be remitted to the Agent and all such payments and any other amounts, including, without limitation, proceeds of Collateral received by the Agent from or on behalf of as to the Borrower Borrowers shall be applied subject to the provisions of this Agreement first, to pay principal of and interest on any Obligations Loans funded by the Agent on behalf of the Lenders and any fees, expense reimbursements or indemnities then due to the Agent from the BorrowerBorrowers; second, to pay any fees, expense reimbursements or indemnities then due to the Lenders or the Letter of Credit Issuer hereunder; third, to pay interest due in respect of Loans and Unreimbursed Draws under Letters of Credit; and fourth, to pay, prepay or provide cash collateral collateral, if then required, in respect of principal of Loans and Letter of Credit Exposure. The Agent shall promptly distribute to each Lender at its primary address set forth on the appropriate signature page hereof, or at such other address as such Lender may designate in writing, such funds as it may be entitled to receive. The foregoing apportionment of payments is solely for the purpose of determining the obligations of the Borrower Borrowers hereunder and, notwithstanding such apportionment, any Lender may on its books and records allocate payments received by it in a manner different from that contemplated hereby. No such different allocation shall alter the rights and obligations of the Borrower Borrowers under this Agreement determined in accordance with the apportionments contemplated by this Section 2.08(c). To the extent that the Borrower makes Borrowers make a payment or payments to the Agent or the Agent receives any payment or other amount, which payment(s) or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause then, to the extent of such payment or proceeds received, the Obligations or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by the Agent.

Apportionment of Payments. Except as otherwise provided in this subsection, aggregate all principal and interest payments shall be apportioned among all outstanding Loans to which such payments relate and payments of the Unused Line Fee and Letter of Credit Fee fees required to be paid by the Borrower Borrowers under this Agreement to the Lenders under subsections 2.08(e) and (f) shall, as applicable, Agent shall be apportioned ratably among or to the Lendersextent separately agreed to by the Agent and any Lender, in each case according to their Pro Rata Sharesrespectively. All payments shall be remitted to the Agent and all such payments and any other amountsAgent, including, without limitation, proceeds of Collateral received by the Agent from or on behalf of the Borrower Collateral, and shall be applied subject to the provisions of this Agreement firstFIRST, to pay principal of and interest on any Obligations Loans funded by the Agent on behalf of the Lenders (including, without limitation, under Section 11.08 hereof) and any fees, expense reimbursements or indemnities then due to the Agent from the BorrowerBorrowers; secondSECOND, to pay any fees, expense reimbursements or indemnities then due to the Lenders or the Letter of Credit Issuer hereunder; thirdTHIRD, to pay interest due in respect of the Loans and Unreimbursed Draws under Letters of Credit; and fourthFOURTH, to paypay principal on the Term Loans, prepay or to be applied to the installments thereof in the inverse order of maturity; FIFTH, to pay principal on the Revolving Loans; SIXTH, to provide cash collateral in respect of principal of Loans and each Letter of Credit Exposurein an amount equal to one hundred and five percent (105%) of the Letter of Credit Exposure and otherwise on the terms herein provided; and SEVENTH, after all of the foregoing are paid in the order set forth above, to the ratable payment of any other Obligations. The Agent shall promptly distribute to each Lender at its primary address set forth on the appropriate signature page hereof, or at such other address as such Lender may designate in writing, such funds as it may be entitled to receive. The foregoing apportionment of payments is solely for the purpose of determining the obligations of the Borrower Borrowers hereunder and, notwithstanding such apportionment, any Lender may on its books and records allocate payments received by it in a manner different from that contemplated hereby. No such different allocation shall alter the rights and obligations of the Borrower Borrowers under this Agreement determined in accordance with the apportionments contemplated by this Section 2.08(c2.09(c). To the extent that any of the Borrower Borrowers makes a payment or payments to the Agent or the Agent receives any payment or other amount, which payment(s) or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause then, to the extent of such payment or proceeds received, the Obligations or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by the Agent.under

Apportionment of Payments. Except So long as otherwise provided in this subsectionthere does not exist an Event of Default, aggregate all payments of principal and interest payments shall be apportioned among in respect of outstanding Loans, all outstanding Loans to which such payments relate and payments of the Unused Line Fee fees described herein and Letter all payments in respect of Credit Fee required to be paid any other obligation (other than any fees payable by the Borrower Co-Borrowers solely to the Agent under any Swap Agreement) shall be allocated amongst the Agent and the Lenders under subsections 2.08(e) as they may be entitled thereto as provided herein. After the occurrence and (f) shallduring the continuance of an Event of Default, as applicablethe Agent may, be apportioned ratably among and shall upon the direction of the Requisite Lenders, in each case according after providing notice to their Pro Rata Shares. All the Co-Borrowers that payments and proceeds shall be so applied, apply all payments remitted to the Agent and all such payments amounts and any other amounts, including, without limitation, proceeds of Collateral received by the Agent from or on behalf of the Borrower shall be applied Agent, subject to the provisions of this Agreement Loan Agreement, (a) first, to pay principal Obligations in respect of and interest on any Obligations funded by the Agent on behalf of the Lenders and any fees, expense reimbursements or indemnities then due to the Agent from the BorrowerCo-Borrowers; (b) second, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to any Lender from the Lenders or the Letter of Credit Issuer hereunder; Co-Borrowers, (c) third, to pay interest due in respect of Loans and Unreimbursed Draws under Letters of Credit; and Reimbursement Obligations, (d) fourth, to paypay or prepay principal of the Term Loan; (e) fifth, to pay or prepay principal of Revolving Credit Loans and Reimbursement Obligations, and to pay (or to the extent such Obligations are contingent, prepay or provide cash collateral in respect of principal of Loans and of) Letter of Credit ExposureObligations; (f) sixth, to the ratable payment of all other non-Swap Obligations and (g) seventh, to pay Swap Obligations; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of the Obligations owing by the Co-Borrowers described in any of the foregoing clauses (a) through (g), the available funds shall be allocated within the last particular clause to the payment of such Obligations ratably, based on the proportion of the Agent's and each Lender's interest in the aggregate outstanding Obligations described in such clause. The Agent shall promptly distribute to each Lender at its primary address set forth on the appropriate signature page hereof, or at such other address as such a Lender may designate request in writing, such funds as it may be entitled to receive. The foregoing apportionment , provided that the Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of payments is solely for the purpose any interest or entitlement of determining the obligations of the Borrower hereunder and, notwithstanding such apportionment, any Lender and may on its books and records allocate suspend all payments received by it or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in a manner different from that the nature of an interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. No such different allocation shall alter The order of priority herein is set forth solely to determine the rights and obligations priorities of the Borrower under this Agreement determined Lenders as among themselves and at any time or from time to time may be changed by the Lenders as they may elect, in writing in accordance with Section 11.08 hereof, without necessity of notice to or consent of or approval by the apportionments contemplated by this Section 2.08(c). To the extent that the Borrower makes a payment or payments to the Agent or the Agent receives any payment or other amount, which payment(s) or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver Co-Borrowers or any other party under any bankruptcy law, state or federal law, common law or equitable cause then, to the extent of such payment or proceeds received, the Obligations or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by the AgentPerson.

Apportionment of Payments. Except as otherwise provided in this subsection, aggregate principal and interest payments shall be apportioned among all outstanding Loans to which such payments relate and payments of the Unused Line Fee and the Letter of Credit Fee required to be paid by the Borrower Borrowers to the Lenders under subsections 2.08(e) and (f) shall, as applicable, be apportioned ratably among the Lenders, in each case according to their Pro Rata Shares. All payments shall be remitted to the Agent and all such payments and any other amounts, including, without limitation, proceeds of Collateral received by the Agent from or on behalf of the Borrower Borrowers shall be applied subject to the provisions of this Agreement first, to pay principal of and interest on any Obligations funded by the Agent on behalf of the Lenders and any reasonable fees, expense reimbursements or indemnities then due to the Agent from the Borrower; second, to pay any reasonable fees, expense reimbursements or indemnities then due to the Lenders or the Letter of Credit Issuer hereunder; third, to pay interest due in respect of Loans and Unreimbursed Draws under Letters of Credit; and fourth, to pay, prepay or provide cash collateral in respect of principal of Loans and Letter of Credit Exposure. The Agent shall promptly distribute to each Lender at its primary address set forth on the appropriate signature page hereof, or at such other address as such Lender may designate in writing, such funds as it may be entitled to receive. The foregoing apportionment of payments is solely for the purpose of determining the obligations of the Borrower Borrowers hereunder and, notwithstanding such apportionment, any Lender may on its books and records allocate payments received by it in a manner different from that contemplated hereby. No such different allocation shall alter the rights and obligations of the Borrower Borrowers under this Agreement determined in accordance with the apportionments contemplated by this Section 2.08(c). To the extent that the Borrower makes Borrowers make a payment or payments to the Agent or the Agent receives any payment or other amount, which payment(s) or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause then, to the extent of such payment or proceeds received, the Obligations or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by the Agent.

Apportionment of Payments. Except as otherwise provided in this subsection(i) Subject to the provisions of Sections 3.02(b)(iii) and (v), aggregate all payments of principal and interest in respect of outstanding Swing Loans and Revolving Loans, all payments shall be apportioned among all outstanding Loans to which such payments relate and payments in respect of the Unused Line Fee and Letter of Credit Fee required to be paid by the Borrower to the Lenders under subsections 2.08(e) and (f) shallReimbursement Obligations, as applicable, all payments of fees and all other payments in respect of any other Obligations, shall be apportioned ratably allocated among such of the LendersLenders and Issuing Banks as are entitled thereto, in each case according to their Pro Rata Sharesas provided herein. All payments shall be remitted to the Agent and all such payments and any other amounts, including, without limitation, proceeds of Collateral amounts received by the Funding Agent from or on behalf for the benefit of the Borrower shall be applied subject to the provisions Borrower's Obligations as follows: first to pay principal of this Agreement firstand interest on any portion of any outstanding Swing Loans, second to pay principal of and interest on any portion of the Revolving Loans which the Funding Agent may have advanced on behalf of any Lender other than Scotiabank for which the Funding Agent has not then been reimbursed by such Lender or the Borrower, third, to pay principal of and interest on any Obligations funded Protective Advance for which the Collateral Agent has not then been paid by the Agent on behalf of Borrower or reimbursed by the Lenders and any feesLenders, expense reimbursements or indemnities then due to the Agent from the Borrower; secondfourth, to pay any feesprincipal of and interest on all Revolving Loans which are Base Rate Loans constituting Non Pro Rata Loans, expense reimbursements or indemnities then due to the Lenders or the Letter of Credit Issuer hereunder; thirdfifth, to pay all other obligations then due and payable other than Base Rate Loans constituting Cure Loans, sixth, to pay principal of and interest due 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 and Unreimbursed Draws under Letters of Credit; and fourthshall be applied to the outstanding Loans, first, to payrepay outstanding Base Rate Loans, prepay or provide cash collateral in respect of principal of and then to repay outstanding LIBO Rate Loans and Letter of Credit Exposure. The Agent shall promptly distribute with those LIBO Rate Loans which have earlier expiring LIBO Rate Interest Periods being repaid prior to each Lender at its primary address set forth on the appropriate signature page hereof, or at such other address as such Lender may designate in writing, such funds as it may be entitled to receive. The foregoing apportionment of payments is solely for the purpose of determining the obligations of the Borrower hereunder and, notwithstanding such apportionment, any Lender may on its books and records allocate payments received by it in a manner different from that contemplated hereby. No such different allocation shall alter the rights and obligations of the Borrower under this Agreement determined in accordance with the apportionments contemplated by this Section 2.08(c). To the extent that the Borrower makes a payment or payments to the Agent or the Agent receives any payment or other amount, those which payment(s) or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause then, to the extent of such payment or proceeds received, the Obligations or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by the Agenthave later expiring LIBO Rate Interest Periods.

Apportionment of Payments. Except So long as otherwise provided in this subsectionthere does not exist an Event of Default, aggregate all payments of principal and interest payments shall be apportioned among in respect of outstanding Loans, all outstanding Loans to which such payments relate and payments of the Unused Line Fee fees described herein and Letter all payments in respect of Credit Fee required to be paid any other obligation (other than any fees payable by the Borrower Co-Borrowers solely to the Agent under any Swap Agreement) shall be allocated amongst the Agent and the Lenders under subsections 2.08(e) as they may be entitled thereto as provided for herein. After the occurrence and (f) shallduring the continuance of an Event of Default, as applicablethe Agent may, be apportioned ratably among and shall upon the direction of the Requisite Lenders, in each case according after providing notice to their Pro Rata Shares. All the Co-Borrowers that payments and proceeds shall be so applied, apply all payments remitted to the Agent and all such payments amounts and any other amounts, including, without limitation, proceeds of Collateral received by the Agent from or on behalf of the Borrower shall be applied Agent, subject to the provisions of this Agreement Loan Agreement, (a) first, to pay principal Obligations in respect of and interest on any Obligations funded by the Agent on behalf of the Lenders and any fees, expense reimbursements or indemnities then due to the Agent from the BorrowerCo-Borrowers; (b) second, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to any Lender from the Lenders or the Letter of Credit Issuer hereunder; Co-Borrowers, (c) third, to pay interest due in respect of Loans and Unreimbursed Draws under Letters of Credit; and Reimbursement Obligations, (d) fourth, to paypay or prepay principal of the Term Loan Facilities on a pro rata basis; (e) fifth, to pay or prepay principal of Revolving Credit Loans and Reimbursement Obligations, and to pay (or to the extent such Obligations are contingent, prepay or provide cash collateral in respect of principal of Loans and of) Letter of Credit ExposureObligations; (f) sixth, to the ratable payment of all other non-Swap Obligations and (g) seventh, to pay Swap Obligations; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of the Obligations owing by the Co-Borrowers described in any of the foregoing clauses (a) through (g), the available funds shall be allocated within the last particular clause to the payment of such Obligations ratably, based on the proportion of the Agent's and each Lender's interest in the aggregate outstanding Obligations described in such clause. The Agent shall promptly distribute to each Lender at its primary address set forth on the appropriate signature page hereof, or at such other address as such a Lender may designate request in writing, such funds as it may be entitled to receive. The foregoing apportionment , provided that the Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of payments is solely for the purpose any interest or entitlement of determining the obligations of the Borrower hereunder and, notwithstanding such apportionment, any Lender and may on its books and records allocate suspend all payments received by it or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in a manner different from that the nature of an interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. No such different allocation shall alter The order of priority herein is set forth solely to determine the rights and obligations priorities of the Borrower under this Agreement determined Lenders as among themselves and at any time or from time to time may be changed by the Lenders as they may elect, in writing in accordance with Section 11.08 hereof, without necessity of notice to or consent of or approval by the apportionments contemplated by this Section 2.08(c). To the extent that the Borrower makes a payment or payments to the Agent or the Agent receives any payment or other amount, which payment(s) or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver Co-Borrowers or any other party under any bankruptcy law, state or federal law, common law or equitable cause then, to the extent of such payment or proceeds received, the Obligations or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by the AgentPerson.

Apportionment of Payments. Except as otherwise provided in this subsection, aggregate principal and interest payments shall be apportioned among all outstanding Loans to which such payments relate and payments of the Unused Line Fee and Letter of Credit Fee required to be paid by the Borrower to the Lenders under subsections 2.08(e) and (f) shall, as applicable, be apportioned ratably among the Lenders, in each case according to their Pro Rata Shares. All payments shall be remitted to the Agent and all such payments and any other amounts, including, without limitation, proceeds of Collateral received by the Agent from or on behalf of the Borrower shall be applied subject to the provisions of this Agreement first, to pay principal of and interest on any Obligations Loans funded by the Agent on behalf of the Lenders and any fees, expense reimbursements or indemnities then due to the Agent from the Borrower; second, to pay any fees, expense reimbursements or indemnities then due to the Lenders or the Letter of Credit Issuer hereunder; third, to pay interest due in respect of Loans and Unreimbursed Draws under Letters of Credit; and fourth, to pay, prepay or provide cash collateral in respect of principal of Loans and Letter of Credit Exposure. The Agent shall promptly distribute to each Lender at its primary address set forth on the appropriate signature page hereof, or at such other address as such Lender may designate in writing, such funds as it may be entitled to receive. The foregoing apportionment of payments is solely for the purpose of determining the obligations of the Borrower hereunder and, notwithstanding such apportionment, any Lender may on its books and records allocate payments received by it in a manner different from that contemplated hereby. No such different allocation shall alter the rights and obligations of the Borrower under this Agreement determined in accordance with the apportionments contemplated by this Section 2.08(c). To the extent that the Borrower makes a payment or payments to the Agent or the Agent receives any payment or other amount, which payment(s) or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause then, to the extent of such payment or proceeds received, the Obligations or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by the Agent.

Apportionment of Payments. Except as otherwise provided in this subsection(i) Subject to the provisions of Sections 3.02(b)(iii) and (v), aggregate all payments of principal and interest in respect of outstanding Swing Loans and Revolving Loans, all payments shall be apportioned among all outstanding Loans to which such payments relate and payments in respect of the Unused Line Fee and Letter of Credit Fee required to be paid by the Borrower to the Lenders under subsections 2.08(e) and (f) shallReimbursement Obligations, as applicable, all payments of fees and all other payments in respect of any other Obligations, shall be apportioned ratably allocated among such of the LendersLenders and Issuing Banks as are entitled thereto, in each case according to their Pro Rata Sharesas provided herein. All payments shall be remitted to the Agent and all such payments and any other amounts, including, without limitation, proceeds of Collateral amounts received by the Funding Agent from or on behalf for the benefit of the either Borrower shall be applied subject to such Borrower's Obligations as follows: first to pay principal of and interest on any portion of any outstanding Swing Loans, second to pay principal of and interest on any portion of the provisions Revolving Loans which the Funding Agent may have advanced on behalf of this Agreement firstany Lender other than Scotiabank for which the Funding Agent has not then been reimbursed by such Lender or such Borrower, third, to pay principal of and interest on any Obligations funded Protective Advance for which the Collateral Agent has not then been paid by such Borrower or reimbursed by the Agent on behalf of the Lenders and any feesLenders, expense reimbursements or indemnities then due to the Agent from the Borrower; secondfourth, to pay any feesprincipal of and interest on all Revolving Loans which are Base Rate Loans constituting Non Pro Rata Loans, expense reimbursements or indemnities then due to the Lenders or the Letter of Credit Issuer hereunder; thirdfifth, to pay all other obligations then due and payable other than Base Rate Loans constituting Cure Loans, sixth, to pay principal of and interest due on Base Rate Loans constituting Cure Loans, and seventh, as such Borrower so designates. Unless otherwise designated by the Borrowers, all principal payments in respect of Loans and Unreimbursed Draws under Letters of Credit; and fourthshall be applied to the outstanding Loans, first, to payrepay outstanding Base Rate Loans, prepay or provide cash collateral in respect of principal of and then to repay outstanding LIBO Rate Loans and Letter of Credit Exposure. The Agent shall promptly distribute with those LIBO Rate Loans which have earlier expiring LIBO Rate Interest Periods being repaid prior to each Lender at its primary address set forth on the appropriate signature page hereof, or at such other address as such Lender may designate in writing, such funds as it may be entitled to receive. The foregoing apportionment of payments is solely for the purpose of determining the obligations of the Borrower hereunder and, notwithstanding such apportionment, any Lender may on its books and records allocate payments received by it in a manner different from that contemplated hereby. No such different allocation shall alter the rights and obligations of the Borrower under this Agreement determined in accordance with the apportionments contemplated by this Section 2.08(c). To the extent that the Borrower makes a payment or payments to the Agent or the Agent receives any payment or other amount, those which payment(s) or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause then, to the extent of such payment or proceeds received, the Obligations or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by the Agenthave later expiring LIBO Rate Interest Periods.

Apportionment of Payments. Except So long as otherwise provided in this subsectionthere does not exist an Event of Default, aggregate all payments of principal and interest payments shall be apportioned among in respect of outstanding Loans, all outstanding Loans to which such payments relate and payments of the Unused Line fees described herein and in the Fee Agreements, and Letter all payments in respect of Credit Fee required to any other Obligations shall be paid by allocated among such of the Borrower Agent and the Lenders as are entitled thereto as provided herein. After the occurrence and during the continuance of an Event of Default, and unless providing notice to the Loan Parties that payments and proceeds shall be otherwise applied, the Agent may, and upon the direction of the Requisite Lenders under subsections 2.08(e) and (f) shall, as applicable, be apportioned ratably among the Lenders, in each case according to their Pro Rata Shares. All apply all payments shall be remitted to the Agent and all such payments amounts and any other amounts, including, without limitation, proceeds of Collateral received by the Agent from or on behalf of the Borrower shall be applied Agent, subject to the provisions of this Agreement Agreement, (i) first, to pay principal Obligations in respect of and interest on any Obligations funded by the Agent on behalf of the Lenders and any fees, expense reimbursements or indemnities then due to the Agent from any Loan Party (including, without limitation, any Disproportionate Advance by the BorrowerAgent); (ii) second, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Lenders or the Letter of Credit Issuer hereunderfrom any Loan Party; (iii) third, to pay interest due in respect of Loans and Unreimbursed Draws under Letters of CreditReimbursement Obligations; and (iv) fourth, to paypay or prepay principal of Loans and Reimbursement Obligations, and to pay (or to the extent such Obligations are contingent, prepay or provide cash collateral in respect of principal of Loans and of) Letter of Credit ExposureObligations; (v) fifth, to pay or prepay Obligations due or to become due in respect of Interest Rate Contracts to which any Lender is a party; and (vi) sixth, to the ratable payment of all other Obligations; provided, however, that if sufficient funds are not available to fund all payments to be made in respect of the Obligations owing by the Loan Parties described in any of the foregoing clauses (i) through (v), the available funds shall be allocated to the payment of such Obligations ratably, based on the proportion of the Agent's and each Lender's interest in the aggregate outstanding Obligations described in such clause; provided, further, that in the event any Disproportionate Advance is outstanding at such time the available funds first shall be allocated so as to conform each Lender's Revolving Credit Accommodations outstanding at such time to its Pro Rata Share. The Agent shall promptly distribute to each Lender at its primary address set forth on the appropriate signature page hereof, or at such other address as such a Lender may designate request in writing, such funds as it may be entitled to receive. The foregoing apportionment , provided that the Agent shall not in any event be bound to inquire into or determine the validity, scope or priority of payments is solely for the purpose any interest or entitlement of determining the obligations of the Borrower hereunder and, notwithstanding such apportionment, any Lender and may on its books and records allocate suspend all payments received by it or seek appropriate relief (including, without limitation, instructions from the Requisite Lenders or an action in a manner different from that the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. No such different allocation shall alter The order of priority herein is set forth solely to determine the rights and obligations priorities of the Borrower under this Agreement determined Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writing in accordance with the apportionments contemplated Section 11.08, without necessity of notice to or consent of or approval by this Section 2.08(c). To the extent that the Borrower makes a payment or payments to the Agent or the Agent receives any payment or other amount, which payment(s) or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver Loan Party or any other party under any bankruptcy law, state or federal law, common law or equitable cause then, to the extent of such payment or proceeds received, the Obligations or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by the AgentPerson.

Apportionment of Payments. Except as otherwise provided Whenever any amount received by the Administrative Agent under this Agreement in this subsection, aggregate principal and interest payments shall be apportioned among all outstanding Loans to which such payments relate and payments respect of the Unused Line Fee and Letter of Credit Fee required to be paid by the Borrower to the Lenders under subsections 2.08(e) and Obligations (f) shall, as applicable, be apportioned ratably among the Lenders, in each case according to their Pro Rata Shares. All payments shall be remitted to the Agent and all such payments and any other amounts, including, without limitation, proceeds of Collateral received by the Agent from or on behalf payments under any Subsidiary Guaranty) is insufficient to pay in full amounts due and payable in respect of the Borrower Obligations, such amount shall be applied subject to in the provisions of this Agreement following order: first, to pay principal of the Administrative Agent's reasonable fees and interest on any Obligations funded by the Agent expenses incurred on behalf of the Lenders and any fees, expense reimbursements or indemnities then due to the Agent from the Borrowerand payable; second, to pay any fees, expense reimbursements or indemnities all other reasonable fees then due to and payable in respect of the Lenders or Advances and the Letter of Credit Issuer hereunderReimbursement Obligations under the Loan Documents; third, to pay all other amounts other than principal and interest (including; without limitation, expense reimbursements and indemnities) not otherwise referred to in clauses first and second immediately preceding then due and payable in respect of Loans the Advances and Unreimbursed Draws the Reimbursement Obligations under Letters of Creditthe Loan Documents; and fourth, to pay, prepay or provide cash collateral in respect of principal of Loans pay interest then due and Letter of Credit Exposure. The Agent shall promptly distribute to each Lender at its primary address set forth payable on the appropriate signature page hereofAdvances and the Reimbursement Obligations, or at such to be applied in accordance with each Lenders' Total Specified Percentage; and fifth, to pay principal then due and payable on the Advances and Reimbursement Obligations, and in the case of proceeds of Collateral and payments under any Subsidiary Guaranty, to pay any other address obligations to any Secured Party (as such Lender may designate defined in writingthe Security Agreement) not covered in first through four above, such funds as it may be entitled to receive. The foregoing apportionment of payments is solely for ratably among the purpose of determining the obligations of the Borrower hereunder and, notwithstanding such apportionment, any Lender may on its books and records allocate payments received by it in a manner different from that contemplated hereby. No such different allocation shall alter the rights and obligations of the Borrower under this Agreement determined Secured Parties in accordance with the apportionments contemplated by this Section 2.08(c). To aggregate principal amount of Advances and the extent that Reimbursement Obligations and, in the Borrower makes a payment case of proceeds of Collateral or payments to the Agent or the Agent receives any payment or other amount, which payment(s) or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause then, to the extent of such payment or proceeds receivedSubsidiary Guaranty, the Obligations obligations secured or part thereof intended guaranteed thereby, owed to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by the Agenteach Secured Party.

Apportionment of Payments. Except as otherwise provided in this subsection(i) Subject to the provisions of Sections 3.02(b)(ii) and (iv), aggregate all payments of principal and interest in respect of outstanding Swing Loans and Revolving Loans, all payments shall be apportioned among all outstanding Loans to which such payments relate and payments in respect of the Unused Line Fee and Letter of Credit Fee required to be paid by the Borrower to the Lenders under subsections 2.08(e) and (f) shallReimbursement Obligations, as applicable, all payments of fees and all other payments in respect of any other Obligations, shall be apportioned ratably allocated among such of the LendersLenders and Issuing Banks as are entitled thereto, in each case according to their Pro Rata Sharesas provided herein. All payments shall be remitted to the Agent and all such payments and any other amounts, including, without limitation, proceeds of Collateral amounts received by the Funding Agent from or on behalf for the benefit of the Borrower shall be applied subject to the provisions of this Agreement Borrower's Obligations as follows: first, to pay principal of and interest on any Obligations funded by portion of any outstanding Swing Loans, second to pay principal of and interest on any portion of the Revolving Loans which the Funding Agent may have advanced on behalf of any Lender other than Scotiabank for which the Lenders and any fees, expense reimbursements Funding Agent has not then been reimbursed by such Lender or indemnities then due to the Agent from the Borrower; second, to pay any fees, expense reimbursements or indemnities then due to the Lenders or the Letter of Credit Issuer hereunder; third, to 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, fourth, to pay principal of and interest on all Revolving Loans which are Base Rate Loans constituting Non Pro Rata Loans, fifth, to pay all other obligations then due and payable other than Base Rate Loans constituting Cure Loans, sixth, to pay principal of 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 and Unreimbursed Draws under Letters of Credit; and fourthshall be applied to the outstanding Loans, first, to payrepay outstanding Base Rate Loans, prepay or provide cash collateral in respect of principal of and then to repay outstanding LIBO Rate Loans and Letter of Credit Exposure. The Agent shall promptly distribute with those LIBO Rate Loans which have earlier expiring LIBO Rate Interest Periods being repaid prior to each Lender at its primary address set forth on the appropriate signature page hereof, or at such other address as such Lender may designate in writing, such funds as it may be entitled to receive. The foregoing apportionment of payments is solely for the purpose of determining the obligations of the Borrower hereunder and, notwithstanding such apportionment, any Lender may on its books and records allocate payments received by it in a manner different from that contemplated hereby. No such different allocation shall alter the rights and obligations of the Borrower under this Agreement determined in accordance with the apportionments contemplated by this Section 2.08(c). To the extent that the Borrower makes a payment or payments to the Agent or the Agent receives any payment or other amount, those which payment(s) or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause then, to the extent of such payment or proceeds received, the Obligations or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by the Agenthave later expiring LIBO Rate Interest Periods.

Apportionment of Payments. Except as otherwise provided in this subsection, aggregate principal and interest payments shall be apportioned among all outstanding Loans to which such payments relate and payments of the Unused Line Fee and Letter of Credit Fee required to be paid by the Borrower to the Lenders under subsections 2.08(e2.07(e) and (f) shall, as applicable, shall be apportioned ratably among the Lenders, in each case according to their Pro Rata Shares. All payments shall be remitted to the Agent and all such payments and any other amounts, including, without limitation, proceeds of Collateral received by the Agent from or on behalf of the Borrower shall be applied subject to the provisions of this Agreement first, to pay principal of and interest on any Obligations Loans funded by the Agent on behalf of the Lenders and any fees, expense reimbursements or indemnities then due to the Agent from the Borrower; second, to pay any fees, expense reimbursements or indemnities then due to the Lenders or the Letter of Credit Issuer hereunderLenders; third, to pay interest due in respect of Loans and Unreimbursed Draws under Letters of CreditLoans; and fourth, to pay, pay or prepay or provide cash collateral in respect of principal of Loans Loans; and Letter of Credit Exposurefifth, to the Borrower or to such Person as may be lawfully entitled to receive such surplus proceeds. The Agent shall promptly distribute to each Lender at its primary address set forth on the appropriate signature page hereof, or at such other address as such Lender may designate in writing, such funds as it may be entitled to receive. The foregoing apportionment of payments is solely for the purpose of determining the obligations of the Borrower hereunder and, notwithstanding such apportionment, any Lender may on its books and records allocate payments received by it in a manner different from that contemplated hereby. No such different allocation shall alter the rights and obligations of the Borrower under this Agreement determined in accordance with the apportionments contemplated by this Section 2.08(c2.07(c). To the extent that the Borrower makes a payment or payments to the Agent or the Agent receives any payment or other amount, which payment(s) or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause then, to the extent of such payment or proceeds received, the Obligations or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by the Agent.

Apportionment of Payments. Except as otherwise provided in this subsection, aggregate principal and interest payments shall be apportioned among all outstanding Loans to which such payments relate and payments of the Unused Line Fee and Letter of Credit Fee fees required to be paid by the Borrower under this Agreement (and not the Fee Letter) to the Lenders under subsections 2.08(e) and (f) shall, as applicable, Agent shall be apportioned ratably among or to the Lenders, in each case according extent separately agreed to their Pro Rata Sharesby the Agent and any Lender. All payments shall be remitted to the Agent and all such payments and any other amounts, including, without limitation, proceeds of Collateral received by the Agent from or on behalf of as to the Borrower shall be applied subject to the provisions of this Agreement Agreement: first, to pay principal of and interest on any Obligations Pre-Petition Loans; second, to pay principal of and interest on any Loans funded by the Agent on behalf of the Lenders (including, without limitation, Agent Advances under Section 11.08 hereof) and any fees, expense reimbursements or indemnities then due to the Agent from the Borrower; secondthird, to pay any fees, expense reimbursements or indemnities then due to the Lenders or the Letter of Credit Issuer hereunder; thirdfourth, to pay interest due in respect of the Loans and Unreimbursed Draws under Letters of Credit; and fourthfifth, to pay, prepay prepay, or provide cash collateral if then required in respect of of, principal of Loans and Letter of Credit Exposure; and sixth, to the payment of any other Obligations due to the Agent, the Co-Agent, or any Lender by the Borrower. The Agent shall promptly distribute to each Lender at its primary address set forth on the appropriate signature page hereof, or at such other address as such Lender may designate in writing, such funds as it may be entitled to receive. The foregoing apportionment of payments is solely for the purpose of determining the obligations of the Borrower hereunder and, notwithstanding such apportionment, any Lender may on its books and records allocate payments received by it in a manner different from that contemplated hereby. No such different allocation shall alter the rights and obligations of the Borrower under this Agreement determined in accordance with the apportionments contemplated by this Section 2.08(c). To the extent that the Borrower makes a payment or payments to the Agent or the Agent receives any payment or other amount, which payment(s) or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause then, to the extent of such payment or proceeds received, the Obligations or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by the Agent.