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

Agents Allocation of Payments and Collections. 4.6.1. All monies to be applied to the 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 basis unless otherwise provided herein): (i) first, to Agent to pay principal and accrued interest on any 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 Borrower; (ii) second, to Fleet 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 to pay the principal amount of and any accrued interest on any payment made by 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 and Fleet to pay the 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 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 to Agent; (vii) seventh, to Lenders for 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 from Obligors therefor; (viii) eighth, to the Participating Lenders to pay principal and interest on their participations in the LC Outstandings outstanding (or, to the extent any of the LC Outstandings are contingent and an Event of Default then exists, deposited in the Cash Collateral Account to provide security for the payment of the LC Outstandings); and (ix) ninth, to Lenders in payment of the unpaid principal and accrued interest in respect of the Loans and 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 (which agreement or agreements may be entered into without notice to or the consent or approval of Borrower). The allocations set forth in this Section 4.6 are solely to determine the rights and priorities of Agent and Lenders as among themselves and may be changed by Agent and Lenders without notice to or the consent or approval of Borrower or any other Person. 4.6.2. Agent shall not be liable for any allocation or distribution of payments made by it in good faith and, if any such allocation or distribution is subsequently determined to have been made in error, the sole recourse of any Lender to whom payment was due but not made shall be to recover from the other Lenders any payment in excess of the amount to which such other Lenders are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous payments received by them).

Agents Allocation of Payments and Collections. 4.6.1. All Except to the extent otherwise expressly provided in SECTION 6.7 of this Agreement, all monies to be applied to the 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 basis unless otherwise provided herein): (i) first, to Collateral Agent to pay principal and accrued interest on any portion of the Revolver 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 BorrowerBorrowers; (ii) second, to Fleet 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 Fleet Congress to pay the principal amount of and any accrued interest on any payment made by Fleet Congress under a LC Support any Letter of Credit Accommodation to the extent that Fleet Congress has not been reimbursed in full and has not received from each Participating Lender a participation payment as required by Section 1.2.2 SECTION 2.2 hereof; (iv) fourth, to Agent Agents and Fleet BankBoston to pay the amount of Extraordinary Expenses that have not been reimbursed to Agent Agents or Fleet BankBoston by Borrower Borrowers or Lenders, together with interest accrued thereon at the rate applicable to Revolver Revolving Loans that are Base Rate Loans; (v) fifth, to Agent Agents to pay any Indemnified Amount that has not been paid to Agent Agents by Obligors or Lenders, together with interest accrued thereon at the rate applicable to Revolver Revolving Loans that are Base Rate Loans; (vi) sixth, to Agent Agents to pay any fees due and payable to AgentAgents; (vii) seventh, to Lenders for any Indemnified Amount that they have paid to Agent Agents and any Extraordinary Expenses that they have reimbursed to AgentAgents, to the extent that Lenders have not been reimbursed from Obligors therefor; (viii) eighth, to Congress (for its benefit and the Pro Rata benefit of the Participating Lenders Lenders) to pay principal and interest on their participations in the LC Outstandings Letter of Credit Accommodations outstanding (or, to the extent any of the LC Outstandings Letter of Credit Accommodations are contingent and an Event of Default then exists, deposited in the Cash Collateral Account to provide security for the payment of the LC OutstandingsLetter of Credit Accommodations); and (ix) ninth, to Lenders in payment of the unpaid principal and accrued interest in respect of the Loans and any other Obligations then outstanding to be shared among Lenders on a Pro Rata ratable basis, or on such other basis as may be agreed upon in writing by Lenders (which agreement or agreements may be entered into without notice to or the consent or approval of BorrowerBorrowers). The allocations set forth in this Section 4.6 SECTION 6.10 are solely to determine the rights and priorities of Agent Agents and Lenders as among themselves and may be changed by Agent Agents and Lenders without notice to or the consent or approval of Borrower Borrowers or any other Person. 4.6.2. Agent shall not be liable for any allocation or distribution of payments made by it in good faith and, if any such allocation or distribution is subsequently determined to have been made in error, the sole recourse of any Lender to whom payment was due but not made shall be to recover from the other Lenders any payment in excess of the amount to which such other Lenders are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous payments received by them).

Agents Allocation of Payments and Collections. 4.6.1. All Except to the extent otherwise expressly provided in SECTION 6.7 of this Agreement, all monies to be applied to the 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 basis unless otherwise provided herein): (i) first, to Collateral Agent to pay principal and accrued interest on any portion of the Revolver 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 BorrowerBorrowers; (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 a LC Support any Letter of Credit Accommodation to the extent that Fleet Capital or Congress has not been reimbursed in full and has not received from each Participating Lender a participation payment as required by Section 1.2.2 SECTION 2.2 hereof; (iv) fourth, to Agent Agents and Fleet Capital to pay the amount of Extraordinary Expenses that have not been reimbursed to Agent Agents or Fleet Capital by Borrower Borrowers or Lenders, together with interest accrued thereon at the rate applicable to Revolver Revolving Loans that are Base Rate Loans; (v) fifth, to Agent Agents to pay any Indemnified Amount that has not been paid to Agent Agents by Obligors or Lenders, together with interest accrued thereon at the rate applicable to Revolver Revolving Loans that are Base Rate Loans; (vi) sixth, to Agent Agents to pay any fees due and payable to AgentAgents; (vii) seventh, to Lenders for any Indemnified Amount that they have paid to Agent Agents and any Extraordinary Expenses that they have reimbursed to AgentAgents, to the extent that Lenders have not been reimbursed from Obligors therefor; (viii) eighth, to Fleet Capital (for its benefit and the Pro Rata benefit of the Participating Lenders Lenders) and Congress (for its benefit and the Pro Rata benefit of the Participating Lenders) to pay principal and interest on their participations in the LC Outstandings Letter of Credit Accommodations outstanding (or, to the extent any of the LC Outstandings Letter of Credit Accommodations are contingent and an Event of Default then exists, deposited in the Cash Collateral Account to provide security for the payment of the LC OutstandingsLetter of Credit Accommodations); and (ix) ninth, to Lenders in payment of the unpaid principal and accrued interest in respect of the Loans and any other Obligations then outstanding to be shared among Lenders on a Pro Rata ratable basis, or on such other basis as may be agreed upon in writing by Lenders (which agreement or agreements may be entered into without notice to or the consent or approval of BorrowerBorrowers). The allocations set forth in this Section 4.6 SECTION 6.10 are solely to determine the rights and priorities of Agent Agents and Lenders as among themselves and may be changed by Agent Agents and Lenders without notice to or the consent or approval of Borrower Borrowers or any other Person. 4.6.2. Notwithstanding anything herein to the contrary, Collateral Agent shall not be liable for may, as and to the extent provided in the Financing Orders, apply any allocation or distribution proceeds of payments made by it Collateral in good faith and, if existence on the Petition Date to the Pre-Petition Debt before application of same to any such allocation or distribution is subsequently determined to have been made in error, the sole recourse of any Lender to whom payment was due but not made shall be to recover from the other Lenders any payment in excess of the amount to which such other Lenders are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous payments received by them)Obligations.

Agents Allocation of Payments and Collections. 4.6.14.5.1. All monies to be applied to the ObligationsObligations (rather than any Pre-Petition Debt at the time outstanding), whether such monies represent voluntary payments by one or more Obligors 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 basis unless otherwise provided herein): (i) first, to Agent to pay principal and accrued interest on any 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 Borrower; (ii) second, to Fleet 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 to pay the principal amount of and all amounts owing by any accrued interest on any payment made by 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 to Fleet pursuant to Section 1.2.2 1.2.2(ii) hereof; (iv) fourth, to Agent and Fleet to pay the amount of Extraordinary Expenses that have not been reimbursed to Agent or Fleet by Borrower 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 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 to Agent; (vii) seventh, 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 from by Obligors therefor; (vii) seventh, to Agent and Lenders to pay any fees due and payable to Agent or Lenders under Section 2.2 hereof; (viii) eighth, to the Participating Lenders Fleet to pay principal and interest on their participations in the with respect to LC Outstandings outstanding (or, to the extent any of the LC Outstandings are contingent and an Event of Default then exists, to 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 (ix) ninth, to Lenders in payment of the unpaid principal and accrued interest in respect of the Loans and 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 (which agreement or agreements may be entered into without notice to or the consent or approval of Borrower). The allocations set forth in this Section 4.6 4.5 are solely to determine the rights and priorities of Agent and Lenders as among themselves and may be changed by Agent and Lenders without notice to or the consent or approval of Borrower or any other Person. 4.6.24.5.2. Agent shall not be liable for any allocation or distribution of payments made by it in good faith and, if any such allocation or distribution is subsequently determined to have been made in error, the sole recourse of any Lender to whom payment was due but not made shall be to recover from the other Lenders any payment in excess of the amount to which such other Lenders are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous payments received by them).

Agents Allocation of Payments and Collections. 4.6.1. All (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, 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, 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 basis Share basis, unless otherwise provided herein): (i) 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 principal any Indemnified Amount then due and accrued 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 on any portion then due and payable in respect of the Revolver Loans which all Special Agent may have advanced on behalf of any Lender and for Advances which Agent has not been reimbursed by such Lender or Borrowerreimbursed; (ii) secondfourth, to Fleet pay interest then due and payable in respect of all Settlement Loans; fifth, to pay the outstanding principal and accrued interest on any portion amount of the Settlement Loans outstandingSpecial Agent Advances; sixth, to be shared with Lenders that have acquired a participating interest in such pay the outstanding principal amount of any Settlement Loans; (iii) thirdseventh, to Fleet to pay the principal amount so long as no Event of Default has occurred and any accrued interest on any payment made by 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) fourthis continuing, to Agent and Fleet to pay the 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) fifthAgent's election, to Agent to pay any Indemnified Amount 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 Obligations due and payable to Agentin respect Priority Bank Products, until paid in full; (vii) seventh, to Lenders for 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 from Obligors therefor; (viii) eighth, to the Participating Lenders to pay principal interest then due and interest on their participations in the LC Outstandings outstanding (or, to the extent any of the LC Outstandings are contingent and an Event of Default then exists, deposited in the Cash Collateral Account to provide security for the payment of the LC Outstandings); and (ix) ninth, to Lenders in payment of the unpaid principal and accrued interest 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 outstanding due and payable by Borrowers to Agent or any Lender; and twelfth, to the Borrowers. (b) In the event of a direct conflict between the allocation provisions of SECTIONS 6.11(a) and other provisions contained in any other Financing Agreement, it is the intention of Agent and Lenders that the allocation provisions in such documents shall be read together and construed, to the fullest extent possible, to be shared among Lenders on a Pro Rata basisin concert with each other. In the event of any actual conflict that cannot be resolved as aforesaid, or on such other basis as may be agreed upon in writing by Lenders the provisions of SECTION 6.11(a) shall control and govern. (which agreement or agreements may be entered into without notice to or the consent or approval of Borrower). c) The allocations set forth in this Section 4.6 SECTION 6.11 are solely to determine the rights and priorities of Agent and Lenders as among themselves and may be changed by Agent and Lenders without notice to or the consent or approval of Borrower Borrowers or any other Person. 4.6.2. Agent shall not be liable for any allocation or distribution of payments made by it in good faith and, if any such allocation or distribution is subsequently determined to have been made in error, the sole recourse of any Lender to whom payment was due but not made shall be to recover from the other Lenders any payment in excess of the amount to which such other Lenders are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous payments received by them).