Common use of Agents Allocation of Payments and Collections Clause in Contracts

Agents Allocation of Payments and Collections. (a) Except to the extent otherwise expressly provided with respect to Defaulting Lenders under SECTION 6.9, all monies to be applied to the Obligations shall be allocated among Agent and such of the Lenders as are entitled thereto (and, with respect to monies allocated to Lenders, on a Pro Rata Share basis, unless otherwise provided herein): first, to pay any fees or expense reimbursements (including any Extraordinary Expenses) then due and payable by Borrowers to Agent under the Financing Agreements and to pay any Indemnified Amount then due and payable by Borrowers to Agent under the Financing Agreements; second, to pay any fees, expense reimbursements (including any Extraordinary Expenses) and any Indemnified Amount then due and payable by Borrowers to Lenders under the Financing Agreements; third, to pay interest then due and payable in respect of all Special Agent Advances which Agent has not been reimbursed; fourth, to pay interest then due and payable in respect of all Settlement Loans; fifth, to pay the outstanding principal amount of Special Agent Advances; sixth, to pay the outstanding principal amount of any Settlement Loans; seventh, so long as no Event of Default has occurred and is continuing, at the Agent's election, to pay any Obligations due and payable in respect Priority Bank Products, until paid in full; eighth, to pay interest then due and payable in respect of the Loans (including interest payable in respect of the Revolving Loans but excluding Settlement Loans and Special Agent Advances); ninth, to pay the outstanding principal amount of the Revolving Loans (other than Settlement Loans and Special Agent Advances) and cash collateralize Letter of Credit Accommodations with a funded reserve of up to 110% of the aggregate stated amount of all Letter of Credit Accommodations; tenth, if an Event of Default has occurred and is continuing, at the Agent's election, to pay to cash collateralize any Obligations in respect of Bank Products in an amount up to the amount of the Bank Products Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until the Borrowers' and their Subsidiaries' Obligations in respect of the then extant Bank Products have been paid in full or the cash collateral amount has been exhausted; eleventh, to pay any other Obligations (including Obligations in respect of Bank Products) then due and payable by Borrowers to Agent or any Lender; and twelfth, to the Borrowers.

Agents Allocation of Payments and Collections. (a) Except to the extent otherwise expressly provided with respect to Defaulting Lenders under in SECTION 6.96.7 of this Agreement, all monies to be applied to the Obligations Obligations, whether such monies represent voluntary payments by one or more Obligors or are received pursuant to demand for payment or realized from any disposition of Collateral, shall be allocated among Agent Agents and such of the Lenders as are entitled thereto (and, with respect to monies allocated to Lenders, on a Pro Rata Share basis, basis unless otherwise provided herein): (i) first, to Collateral Agent to pay principal and accrued interest on any fees portion of the Revolving Loans which Collateral Agent may have advanced on behalf of any Lender and for which Collateral Agent has not been reimbursed by such Lender or expense reimbursements Borrowers; (including ii) second, to BankBoston to pay the principal and accrued interest on any portion of the Settlement Loans outstanding, to be shared with Lenders that have acquired a participating interest in such Settlement Loans; (iii) third, to Congress to pay the principal amount of and any accrued interest on any payment made by Congress under any Letter of Credit Accommodation to the extent that Congress has not been reimbursed in full and has not received from each Participating Lender a participation payment as required by SECTION 2.2 hereof; (iv) fourth, to Agents and BankBoston to pay the amount of Extraordinary Expenses) then due and payable Expenses that have not been reimbursed to Agents or BankBoston by Borrowers or Lenders, together with interest accrued thereon at the rate applicable to Agent under the Financing Agreements and Revolving Loans that are Base Rate Loans; (v) fifth, to Agents to pay any Indemnified Amount then that has not been paid to Agents by Obligors or Lenders, together with interest accrued thereon at the rate applicable to Revolving Loans that are Base Rate Loans; (vi) sixth, to Agents to pay any fees due and payable by Borrowers to Agent under the Financing AgreementsAgents; second(vii) seventh, to pay any fees, expense reimbursements (including any Extraordinary Expenses) and Lenders for any Indemnified Amount then due that they have paid to Agents and payable by Borrowers any Extraordinary Expenses that they have reimbursed to Lenders under the Financing Agreements; thirdAgents, to pay interest then due and payable in respect of all Special Agent Advances which Agent has the extent that Lenders have not been reimbursedreimbursed from Obligors therefor; fourth(viii) eighth, to Congress (for its benefit and the Pro Rata benefit of the Participating Lenders) to pay principal and interest then due and payable on their participations in respect the Letter of all Settlement Loans; fifthCredit Accommodations outstanding (or, to pay the outstanding principal amount extent any of Special Agent Advances; sixth, to pay the outstanding principal amount Letter of any Settlement Loans; seventh, so long as no Credit Accommodations are contingent and an Event of Default has occurred then exists, deposited in the Cash Collateral Account to provide security for the payment of the Letter of Credit Accommodations); and is continuing, at the Agent's election(ix) ninth, to pay any Obligations due Lenders in payment of the unpaid principal and payable in respect Priority Bank Products, until paid in full; eighth, to pay accrued interest then due and payable in respect of the Loans (including interest payable in respect of the Revolving Loans but excluding Settlement Loans and Special Agent Advances); ninth, to pay the outstanding principal amount of the Revolving Loans (other than Settlement Loans and Special Agent Advances) and cash collateralize Letter of Credit Accommodations with a funded reserve of up to 110% of the aggregate stated amount of all Letter of Credit Accommodations; tenth, if an Event of Default has occurred and is continuing, at the Agent's election, to pay to cash collateralize any Obligations in respect of Bank Products in an amount up to the amount of the Bank Products Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until the Borrowers' and their Subsidiaries' Obligations in respect of the then extant Bank Products have been paid in full or the cash collateral amount has been exhausted; eleventh, to pay any other Obligations then outstanding to be shared among Lenders on a ratable basis, or on such other basis as may be agreed upon in writing by Lenders (including Obligations which agreement or agreements may be entered into without notice to or the consent or approval of Borrowers). The allocations set forth in respect this SECTION 6.10 are solely to determine the rights and priorities of Bank Products) then due Agents and payable Lenders as among themselves and may be changed by Agents and Lenders without notice to or the consent or approval of Borrowers to Agent or any Lender; and twelfth, to the Borrowersother Person.

Agents Allocation of Payments and Collections. (a) Except to the extent otherwise expressly provided with respect to Defaulting Lenders under SECTION 6.9, all 4.6.1. All monies to be applied to the Obligations Obligations, whether such monies represent voluntary payments by one or more Obligors or are received pursuant to demand for payment or realized from any disposition of Collateral, shall be allocated among Agent and such of the Lenders as are entitled thereto (and, with respect to monies allocated to Lenders, on a Pro Rata Share basis, basis unless otherwise provided herein): (i) first, to Agent to pay principal and accrued interest on any fees portion of the Revolver Loans which Agent may have advanced on behalf of any Lender and for which Agent has not been reimbursed by such Lender or expense reimbursements Borrower; (including ii) second, to Fleet to pay the principal and accrued interest on any Extraordinary Expensesportion of the Settlement Loans outstanding, to be shared with Lenders that have acquired a participating interest in such Settlement Loans; (iii) then due third, to Fleet to pay the principal amount of and payable any accrued interest on any payment made by Borrowers Fleet under a LC Support to the extent that Fleet has not been reimbursed in full and has not received from each Participating Lender a participation payment as required by Section 1.2.2 hereof; (iv) fourth, to Agent under and Fleet to pay the Financing Agreements and amount of Extraordinary Expenses that have not been reimbursed to Agent or Fleet by Borrower or Lenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans; (v) fifth, to Agent to pay any Indemnified Amount then that has not been paid to Agent by Obligors or Lenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans; (vi) sixth, to Agent to pay any fees due and payable by Borrowers to Agent under the Financing AgreementsAgent; second(vii) seventh, to pay any fees, expense reimbursements (including any Extraordinary Expenses) and Lenders for any Indemnified Amount then due that they have paid to Agent and payable by Borrowers any Extraordinary Expenses that they have reimbursed to Lenders under the Financing Agreements; thirdAgent, to pay interest then due and payable in respect of all Special Agent Advances which Agent has the extent that Lenders have not been reimbursedreimbursed from Obligors therefor; fourth(viii) eighth, to the Participating Lenders to pay principal and interest then due and payable on their participations in respect of all Settlement Loans; fifththe LC Outstandings outstanding (or, to pay the outstanding principal amount extent any of Special Agent Advances; sixth, to pay the outstanding principal amount of any Settlement Loans; seventh, so long as no LC Outstandings are contingent and an Event of Default has occurred then exists, deposited in the Cash Collateral Account to provide security for the payment of the LC Outstandings); and is continuing, at the Agent's election(ix) ninth, to pay any Obligations due Lenders in payment of the unpaid principal and payable in respect Priority Bank Products, until paid in full; eighth, to pay accrued interest then due and payable in respect of the Loans (including interest payable in respect of the Revolving Loans but excluding Settlement Loans and Special Agent Advances); ninth, to pay the outstanding principal amount of the Revolving Loans (other than Settlement Loans and Special Agent Advances) and cash collateralize Letter of Credit Accommodations with a funded reserve of up to 110% of the aggregate stated amount of all Letter of Credit Accommodations; tenth, if an Event of Default has occurred and is continuing, at the Agent's election, to pay to cash collateralize any Obligations in respect of Bank Products in an amount up to the amount of the Bank Products Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until the Borrowers' and their Subsidiaries' Obligations in respect of the then extant Bank Products have been paid in full or the cash collateral amount has been exhausted; eleventh, to pay any other Obligations then outstanding to be shared among Lenders on a Pro Rata basis, or on such other basis as may be agreed upon in writing by Lenders (including Obligations which agreement or agreements may be entered into without notice to or the consent or approval of Borrower). The allocations set forth in respect this Section 4.6 are solely to determine the rights and priorities of Bank Products) then due Agent and payable Lenders as among themselves and may be changed by Borrowers Agent and Lenders without notice to Agent or the consent or approval of Borrower or any Lender; and twelfth, to the Borrowersother Person.

Agents Allocation of Payments and Collections. (a) Except to the extent otherwise expressly provided with respect to Defaulting Lenders under SECTION 6.9, all 4.5.1. All monies to be applied to the Obligations (rather than any Pre-Petition Debt at the time outstanding), whether such monies represent voluntary payments by Obligor or are received pursuant to demand for payment or realized from any disposition of Collateral, shall be allocated among Agent and such of the Lenders as are entitled thereto (and, with respect to monies allocated to Lenders, on a Pro Rata Share basis, basis unless otherwise provided herein): (i) first, to Agent to pay principal and accrued interest on any fees portion of the Revolver Loans which Agent may have advanced on behalf of any Lender and for which Agent has not been reimbursed by such Lender or expense reimbursements Borrower; (including ii) second, to Fleet to pay the principal and accrued interest on any Extraordinary Expensesportion of the Settlement Loans outstanding, to be shared with Lenders that have acquired a participating interest in such Settlement Loans; (iii) then due and payable third, to Fleet to pay all amounts owing by Borrowers any Participating Lender to Fleet pursuant to Section 1.2.2(ii) hereof; (iv) fourth, to Agent under to pay the Financing Agreements and amount of Extraordinary Expenses that have not been reimbursed to Agent by Obligors or Lenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans; (v) fifth, to Agent to pay any Indemnified Amount then that has not been paid to Agent by Obligors or Lenders, together with interest accrued thereon at the rate applicable to Revolver Loans that are Base Rate Loans; (vi) sixth, to Lenders for any unpaid expenses owed to them by Borrower, any Indemnified Amount that they have paid to Agent and any Extraordinary Expenses that they have reimbursed to Agent, to the extent that Lenders have not been reimbursed by Obligors therefor; (vii) seventh, to Agent and Lenders to pay any fees due and payable by Borrowers to Agent or Lenders under the Financing AgreementsSection 2.2 hereof; second(viii) eighth, to Fleet to pay any fees, expense reimbursements principal and interest with respect to LC Outstandings outstanding (including any Extraordinary Expenses) and any Indemnified Amount then due and payable by Borrowers to Lenders under the Financing Agreements; thirdor, to pay interest then due the extent any of the LC Outstandings are contingent and payable in respect of all Special Agent Advances which Agent has not been reimbursed; fourth, to pay interest then due and payable in respect of all Settlement Loans; fifth, to pay the outstanding principal amount of Special Agent Advances; sixth, to pay the outstanding principal amount of any Settlement Loans; seventh, so long as no an Event of Default has occurred and is continuing, at the Agent's electionthen exists, to pay any Obligations due be deposited in the Cash Collateral Account to provide security for the payment of the LC Outstandings), which payment shall be shared with Participating Lenders in accordance with Section 1.2.2(iii) hereof; and payable in respect Priority Bank Products, until paid in full; eighth(ix) ninth, to pay Lenders in payment of the unpaid principal and accrued interest then due and payable in respect of the Loans (including interest payable in respect of the Revolving Loans but excluding Settlement Loans and Special Agent Advances); ninth, to pay the outstanding principal amount of the Revolving Loans (other than Settlement Loans and Special Agent Advances) and cash collateralize Letter of Credit Accommodations with a funded reserve of up to 110% of the aggregate stated amount of all Letter of Credit Accommodations; tenth, if an Event of Default has occurred and is continuing, at the Agent's election, to pay to cash collateralize any Obligations in respect of Bank Products in an amount up to the amount of the Bank Products Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until the Borrowers' and their Subsidiaries' Obligations in respect of the then extant Bank Products have been paid in full or the cash collateral amount has been exhausted; eleventh, to pay any other Obligations then outstanding to be shared among Lenders on a Pro Rata basis, or on such other basis as may be agreed upon in writing by Lenders (including Obligations which agreement or agreements may be entered into without notice to or the consent or approval of Borrower). The allocations set forth in respect this Section 4.5 are solely to determine the rights and priorities of Bank Products) then due Agent and payable Lenders as among themselves and may be changed by Borrowers Agent and Lenders without notice to Agent or the consent or approval of Borrower or any Lender; and twelfth, to the Borrowersother Person.

Agents Allocation of Payments and Collections. (a) Except to the extent otherwise expressly provided with respect to Defaulting Lenders under in SECTION 6.96.7 of this Agreement, all monies to be applied to the Obligations Obligations, whether such monies represent voluntary payments by one or more Obligors or are received pursuant to demand for payment or realized from any disposition of Collateral, shall be allocated among Agent Agents and such of the Lenders as are entitled thereto (and, with respect to monies allocated to Lenders, on a Pro Rata Share basis, basis unless otherwise provided herein): (i) first, to Collateral Agent to pay principal and accrued interest on any fees portion of the Revolving Loans which Collateral Agent may have advanced on behalf of any Lender and for which Collateral Agent has not been reimbursed by such Lender or expense reimbursements Borrowers; (including ii) second, to Fleet Capital to pay the principal and accrued interest on any portion of the Settlement Loans outstanding, to be shared with Lenders that have acquired a participating interest in such Settlement Loans; (iii) third, to Fleet Capital (as procurer of Letters of Credit other than the Congress Letters of Credit) and Congress (as procurer of the Congress Letters of Credit) to pay the principal amount of and any accrued interest on any payment made by Fleet Capital or Congress under any Letter of Credit Accommodation to the extent that Fleet Capital or Congress has not been reimbursed and has not received from each Participating Lender a participation payment as required by SECTION 2.2 hereof; (iv) fourth, to Agents and Fleet Capital to pay the amount of Extraordinary Expenses) then due and payable Expenses that have not been reimbursed to Agents or Fleet Capital by Borrowers or Lenders, together with interest accrued thereon at the rate applicable to Agent under the Financing Agreements and Revolving Loans that are Base Rate Loans; (v) fifth, to Agents to pay any Indemnified Amount then that has not been paid to Agents by Obligors or Lenders, together with interest accrued thereon at the rate applicable to Revolving Loans that are Base Rate Loans; (vi) sixth, to Agents to pay any fees due and payable by Borrowers to Agent under the Financing AgreementsAgents; second(vii) seventh, to pay any fees, expense reimbursements (including any Extraordinary Expenses) and Lenders for any Indemnified Amount then due that they have paid to Agents and payable by Borrowers any Extraordinary Expenses that they have reimbursed to Lenders under the Financing Agreements; thirdAgents, to pay interest then due and payable in respect of all Special Agent Advances which Agent has the extent that Lenders have not been reimbursedreimbursed from Obligors therefor; fourth(viii) eighth, to Fleet Capital (for its benefit and the Pro Rata benefit of the Participating Lenders) and Congress (for its benefit and the Pro Rata benefit of the Participating Lenders) to pay principal and interest then due and payable on their participations in respect the Letter of all Settlement Loans; fifthCredit Accommodations outstanding (or, to pay the outstanding principal amount extent any of Special Agent Advances; sixth, to pay the outstanding principal amount Letter of any Settlement Loans; seventh, so long as no Credit Accommodations are contingent and an Event of Default has occurred then exists, deposited in the Cash Collateral Account to provide security for the payment of the Letter of Credit Accommodations); and is continuing, at the Agent's election(ix) ninth, to pay any Obligations due Lenders in payment of the unpaid principal and payable in respect Priority Bank Products, until paid in full; eighth, to pay accrued interest then due and payable in respect of the Loans (including interest payable in respect of the Revolving Loans but excluding Settlement Loans and Special Agent Advances); ninth, to pay the outstanding principal amount of the Revolving Loans (other than Settlement Loans and Special Agent Advances) and cash collateralize Letter of Credit Accommodations with a funded reserve of up to 110% of the aggregate stated amount of all Letter of Credit Accommodations; tenth, if an Event of Default has occurred and is continuing, at the Agent's election, to pay to cash collateralize any Obligations in respect of Bank Products in an amount up to the amount of the Bank Products Reserve established prior to the occurrence of, and not in contemplation of, the subject Event of Default until the Borrowers' and their Subsidiaries' Obligations in respect of the then extant Bank Products have been paid in full or the cash collateral amount has been exhausted; eleventh, to pay any other Obligations then outstanding to be shared among Lenders on a ratable basis, or on such other basis as may be agreed upon in writing by Lenders (including Obligations which agreement or agreements may be entered into without notice to or the consent or approval of Borrowers). The allocations set forth in respect this SECTION 6.10 are solely to determine the rights and priorities of Bank Products) then due Agents and payable Lenders as among themselves and may be changed by Agents and Lenders without notice to or the consent or approval of Borrowers to Agent or any Lender; and twelfth, other Person. Notwithstanding anything herein to the Borrowerscontrary, Collateral Agent may, as and to the extent provided in the Financing Orders, apply any proceeds of Collateral in existence on the Petition Date to the Pre-Petition Debt before application of same to any of the Obligations.