Common use of Allocation of Payments from Borrowers Clause in Contracts

Allocation of Payments from Borrowers. All monies to be applied to the Secured Obligations, whether such monies represent voluntary payments by the Borrowers or are received pursuant to demand for payment or realized from any disposition of Collateral, shall be allocated among the Administrative Agent and such of the Lenders and other holders of the Secured Obligations as are entitled thereto (and, with respect to monies allocated to the Lenders, on a Ratable basis unless otherwise provided in this SECTION 5.10(G)): (i) first, to the Administrative Agent to pay the amount of expenses that have not been reimbursed to the Administrative Agent by the Borrowers or the Lenders, together with interest accrued thereon; (ii) second, to the Administrative Agent to pay any indemnified amount that has not been paid to the Administrative Agent by the Borrowers or the Lenders, together with interest accrued thereon; (iii) third, to the Administrative Agent to pay any fees due and payable to the Administrative Agent under this Agreement; (iv) fourth, to the Lenders for any indemnified amount that they have paid to the Administrative Agent and for any expenses that they have reimbursed to the Administrative Agent; (v) fifth, to the Lenders in payment of the unpaid principal and accrued interest in respect of the Loans and any other Secured Obligations then outstanding and held by any Lender to be shared among Lenders on the basis of their respective Facility Percentages as to any payments made for application to specified Facilities and otherwise a Ratable basis, or on such other basis as may be agreed upon in writing by all of the Lenders (which agreement or agreements may be entered into without notice to or the consent or approval of the Borrowers), and (vi) sixth, to the holders of the other Secured Obligations who are not Lenders on a pro rata basis. The allocations set forth in this SECTION 5.10(G) are solely to determine the rights and priorities of the Administrative Agent and the Lenders as among themselves and may be changed by the Administrative Agent and the Lenders without notice or the consent of approval of the Borrowers or any other Person. Whenever allocation is made pursuant to this SECTION 5.10(G) to the holder of Secured Obligations in which another Lender acquires a participation, the monies received by such holder shall be shared Ratably as between such holder and such participants.

Allocation of Payments from Borrowers. All monies to be applied to the Secured Obligations, whether such monies represent voluntary payments by the Borrowers or are received pursuant to demand for payment or realized from any disposition of Collateral, shall be allocated among the Administrative Agent and such of the Lenders and other holders of the Secured Obligations as are entitled thereto (and, with respect to monies allocated to the Lenders, on a Ratable basis unless otherwise provided in this SECTION 5.10(G)Section 4.8(e): (i) first, to NationsBank to pay principal and accrued interest on any portion of any Non-Ratable Loan which NationsBank may have advanced on behalf of any Lender (other than itself) and for which NationsBank has not been reimbursed by such Lender or the Administrative Borrowers; (ii) second, to the Agent to pay the amount of expenses that have not been reimbursed to the Administrative Agent by the Borrowers or the Lenders, together with interest accrued thereon; (ii) second, to the Administrative Agent to pay any indemnified amount that has not been paid to the Administrative Agent by the Borrowers or the Lenders, together with interest accrued thereon; (iii) third, to the Administrative Agent to pay any indemnified amount that has not been paid to the Agent by the Borrowers or the Lenders, together with interest accrued thereon; (iv) fourth, to the Agent to pay any fees due and payable to the Administrative Agent under this Agreement; (ivv) fourthfifth, to the Lenders for any indemnified amount that they have paid to the Administrative Agent and for any expenses that they have reimbursed to the Administrative Agent; (vvi) fifthsixth, to the Lenders in payment of the unpaid principal and accrued interest in respect of the Loans and any other Secured Obligations then outstanding and held by any Lender to be shared among Lenders on the basis of their respective Facility Percentages as to any payments made for application to specified Facilities and otherwise a Ratable basis, or on such other basis as may be agreed upon in writing by all of the Lenders (which agreement or agreements may be entered into without notice to or the consent or approval of the Borrowers), and (vivii) sixthseventh, to Affiliates of the Lenders, to the extent such Affiliates are holders of the other Secured Obligations who are not Lenders Obligations, on a pro rata basis. The allocations set forth in this SECTION 5.10(GSection 4.8(e) are solely to determine the rights and priorities of the Administrative Agent and the Lenders Secured Parties as among themselves and may be changed by the Administrative Agent and the Lenders Secured Parties without notice or the consent of approval of the Borrowers or any other Person. Whenever allocation is made pursuant to this SECTION 5.10(GSection 4.8(e) to the holder of Secured Obligations in which another Lender acquires a participation, the monies received by such holder shall be shared Ratably as between such holder and such participantsparticipants on a Ratable basis.

Allocation of Payments from Borrowers. All monies to be applied to the Secured Obligations, whether such monies represent voluntary payments by the Borrowers or are received pursuant to demand for payment or realized from any disposition of Collateral, shall be allocated among the Administrative Agent and such of the Lenders and other holders of the Secured Obligations as are entitled thereto (and, with respect to monies allocated to the Lenders, on a Ratable basis unless otherwise provided in this SECTION 5.10(G)Section 4.18): (i) first, to the Swingline Lender (or to any Lender to the extent such Lender has previously repaid such Loan) to pay principal and accrued interest on any portion of any Swingline Loan; (ii) second, to the Administrative Agent to pay the amount of expenses that have not been reimbursed to the Administrative Agent by the Borrowers or the Lenders, together with interest accrued thereon; (iiiii) secondthird, to the Administrative Agent to pay any indemnified amount that has not been paid to the Administrative Agent by the Borrowers or the Lenders, together with interest accrued thereon; (iiiiv) thirdfourth, to the Administrative Agent to pay any fees due and payable to the Administrative Agent under this Agreement; (ivv) fourthfifth, to the Lenders for any indemnified amount that they have paid to the Administrative Agent and for any expenses that they have reimbursed to the Administrative Agent; (vvi) fifthsixth, to the Lenders to pay any fees due and payable to the Lenders under this Agreement; (vii) seventh, in payment of (A) the unpaid principal and accrued interest in respect of the Loans and (B) any other Secured Obligations then outstanding and held by any Lender to be shared among the Lenders on a pro rata basis according to the basis outstanding Secured Obligations then owing to each Lender expressed as a percentage of their respective Facility Percentages as the outstanding Secured Obligations then owing to any payments made for application to specified Facilities and otherwise a Ratable basisall Lenders, or on such other basis as may be agreed upon in writing by all of the Lenders (which agreement or agreements may be entered into without notice to or the consent or approval of the Borrowers), ; and (vivii) sixtheight, to the holders of the other Secured Obligations who are not Lenders on a pro rata basis. The allocations set forth in this SECTION 5.10(G) Section 4.18 are solely to determine the rights and priorities of the Administrative Agent and the Lenders as among themselves and may be changed by the Administrative Agent and the Lenders without notice to or the consent of or approval of the Borrowers or any other Person. Whenever allocation is made pursuant to this SECTION 5.10(G) to the holder of Secured Obligations in which another Lender acquires a participation, the monies received by such holder shall be shared Ratably as between such holder and such participants.

Allocation of Payments from Borrowers. All monies to be applied to the Secured Obligations, whether such monies represent voluntary payments by the Borrowers or are received pursuant to demand for payment or realized from any disposition of Collateral, shall be allocated among the Administrative Agent and such of the Lenders and other holders of the Secured Obligations as are entitled thereto (and, with respect to monies allocated to the Lenders, on a Ratable basis unless otherwise provided in this SECTION 5.10(GSection 4.8(e)): (i) first, to NationsBank to pay principal and accrued interest on any portion of any Non-Ratable Loan which NationsBank may have advanced on behalf of any Lender (other than itself) and for which NationsBank has not been reimbursed by such Lender or the Borrowers, (ii) second, to the Administrative Agent to pay the amount of expenses that have not been reimbursed to the Administrative Agent by the Borrowers or the Lenders, together with interest accrued thereon; (iiiii) secondthird, to the Administrative Agent to pay any indemnified amount that has not been paid to the Administrative Agent by the Borrowers or the Lenders, together with interest accrued thereon; (iii) third, to the Administrative Agent to pay any fees due and payable to the Administrative Agent under this Agreement; (iv) fourth, to the Lenders for any indemnified amount that they have paid to the Administrative Agent and for any expenses that they have reimbursed to the Administrative Agent; (v) fifth, to the Administrative Agent to pay any fees due and payable to the Administrative Agent under this Agreement; (vi) sixth, to the Lenders in payment of the unpaid principal and accrued interest in respect of the Loans and any other Secured Obligations then outstanding and held by any Lender to be shared among Lenders on the basis of their respective Facility Percentages as to any payments made for application to specified Facilities and otherwise a Ratable basis, or on such other basis as may be agreed upon in writing by all of the Lenders (which agreement or agreements may be entered into without notice to or the consent or approval of the Borrowers), ; and (vivii) sixthseventh, to the holders of the other Secured Obligations who are not Lenders on a pro rata basis. The allocations set forth in this SECTION 5.10(GSection 4.8(e) are solely to determine the rights and priorities of the Administrative Agent and the Lenders as among themselves and may be changed by the Administrative Agent and the Lenders without notice to or the consent of or approval of the Borrowers or any other Person. Whenever allocation is made pursuant to this SECTION 5.10(GSection 4.8(e) to the holder of Secured Obligations in which another Lender acquires a participation, the monies received by such holder shall be shared Ratably as between such holder and such participantsparticipants on a Ratable basis.

Allocation of Payments from Borrowers. All monies to be applied to the Secured Obligations, whether such monies represent voluntary payments by the Borrowers or are received pursuant to demand for payment or realized from any disposition of Collateral, shall be allocated among the Administrative Agent and such of the Lenders and other holders of the Secured Obligations as are entitled thereto (and, with respect to monies allocated to the Lenders, on a Ratable basis unless otherwise provided in this SECTION 5.10(G)4.8(e): (i) first, to NationsBank to pay principal and accrued interest on any portion of any Non-Ratable Loan which NationsBank may have advanced on behalf of any Lender (other than itself) and for which NationsBank has not been reimbursed by such Lender or the Administrative Borrowers; (ii) second, to the Agent to pay the amount of expenses that have not been reimbursed to the Administrative Agent by the Borrowers or the Lenders, together with interest accrued thereon; (ii) second, to the Administrative Agent to pay any indemnified amount that has not been paid to the Administrative Agent by the Borrowers or the Lenders, together with interest accrued thereon; (iii) third, to the Administrative Agent and the Syndication Agent to pay any indemnified amount that has not been paid to the Agent by the Borrowers or the Lenders, together with interest accrued thereon; (iv) fourth, to the Agent to pay any fees due and payable to the Administrative Agent under this Agreement; (ivv) fourthfifth, to the Lenders for any indemnified amount that they have paid to the Administrative Agent and for any expenses that they have reimbursed to the Administrative Agent; (vvi) fifthsixth, to the Lenders in payment of the unpaid principal and accrued interest in respect of the Loans and any other Secured Obligations arising under the Loan Documents then outstanding and held by any Lender to be shared among Lenders on the basis of their respective Facility Percentages as to any payments made for application to specified Facilities and otherwise a Ratable basis, or on such other basis as may be agreed upon in writing by all of the Lenders (which agreement or agreements may be entered into without notice to or the consent or approval of the Borrowers), and (vivii) sixthseventh, to the holders Lenders and their Affiliates in payment of the other unpaid amount of all Secured Obligations who are not Lenders arising under or in respect of the Banking Relationship to be shared on a pro rata basis. The allocations set forth in this SECTION 5.10(G4.8(e) are solely to determine the rights and priorities of the Administrative Agent and the Lenders Secured Parties as among themselves and may be changed by the Administrative Agent and the Lenders Secured Parties without notice or the consent of approval of the Borrowers or any other Person. Whenever allocation is made pursuant to this SECTION 5.10(G4.8(e) to the holder of Secured Obligations in which another Lender acquires a participation, the monies received by such holder shall be shared Ratably as between such holder and such participantsparticipants on a Ratable basis.

Allocation of Payments from Borrowers. All monies to be applied to the Secured Obligations, whether such monies represent voluntary payments by the Borrowers or are received pursuant to demand for payment or realized from any disposition of Collateral, shall be allocated among the Administrative Agent and such of the Lenders and other holders of the Secured Obligations as are entitled thereto (and, with respect to monies allocated to the Lenders, on a Ratable basis unless otherwise provided in this SECTION 5.10(G)4.16): (i) first, to the Swingline Lender (or to any Lender to the extent such Lender has previously repaid such Loan) to pay principal and accrued interest on any portion of any Swingline Loan; (ii) second, to the Administrative Agent to pay the amount of expenses that have not been reimbursed to the Administrative Agent by the Borrowers or the Lenders, together with interest accrued thereon; (iiiii) secondthird, to the Administrative Agent to pay any indemnified amount that has not been paid to the Administrative Agent by the Borrowers or the Lenders, together with interest accrued thereon; (iiiiv) thirdfourth, to the Administrative Agent to pay any fees due and payable to the Administrative Agent under this Agreement; (ivv) fourthfifth, to the Lenders for any indemnified amount that they have paid to the Administrative Agent and for any expenses that they have reimbursed to the Administrative Agent; (vvi) fifthsixth, to the Lenders to pay any fees due and payable to the Lenders under this Agreement; (vii) seventh, in payment of the unpaid principal and accrued interest in respect of the Loans and any other Secured Obligations (including Secured Obligations arising under Hedging Agreements but excluding any other Banking Relationship Debt) then outstanding and held by any Lender to be shared among the Lenders on the basis of their respective Facility Percentages as to any payments made for application to specified Facilities and otherwise a Ratable basis, or on such other basis as may be agreed upon in writing by all of the Lenders (which agreement or agreements may be entered into without notice to or the consent or approval of the Borrowers), ; and (viviii) sixtheighth, to the holders of the any Banking Relationship Debt (other than Secured Obligations who are not Lenders arising under Hedging Agreements) on a pro rata basis. The allocations set forth in this SECTION 5.10(G) are solely to determine the rights and priorities of the Administrative Agent and the Lenders as among themselves and may be changed by the Administrative Agent and the Lenders without notice or the consent of approval of the Borrowers or any other Person. Whenever allocation is made pursuant to this SECTION 5.10(G) to the holder of Secured Obligations in which another Lender acquires a participation, the monies received by such holder shall be shared Ratably as between such holder and such participants.this

Allocation of Payments from Borrowers. All monies to be applied to the Secured Obligations, whether such monies represent voluntary payments by the Borrowers or are received pursuant to demand for payment or realized from any disposition of Collateral, shall be allocated among the Administrative Agent and such of the Lenders and other holders of the Secured Obligations as are entitled thereto (and, with respect to monies allocated to the Lenders, on a Ratable basis unless otherwise provided in this SECTION 5.10(GSection 4.8(d)): (i) first, to Bank of America to pay principal and accrued interest on any portion of any Non-Ratable Loan which Bank of America may have advanced on behalf of any Lender (other than itself) and for which Bank of America has not been reimbursed by such Lender or the Borrowers; (ii) second, to the Administrative Agent to pay the amount of expenses that have not been reimbursed to the Administrative Agent by the Borrowers or the Lenders, together with interest accrued thereon; (iiiii) secondthird, to the Administrative Agent to pay any indemnified amount that has not been paid to the Administrative Agent by the Borrowers or the Lenders, together with interest accrued thereon; (iii) third, to the Administrative Agent to pay any fees due and payable to the Administrative Agent under this Agreement; thereon (iv) fourth, to the Lenders for any indemnified amount that they have paid to the Administrative Agent and for any expenses expense that they have reimbursed to the Administrative Agent; , together with interest accrued thereon, (v) fifth, to the Administrative Agent to pay any fees due and payable to the Administrative Agent under this Agreement, (vi) sixth, to the Lenders to pay any fees due and payable to the Lenders under this Agreement, (vii) seventh, to the Lenders in payment of (A) the unpaid principal and accrued interest in respect of the Loans and any (B) reimbursement and other Secured Obligations then outstanding and held by any Lender obligations arising under Letter of Credit Documents or otherwise relating to Letters of Credit, to be shared among the Lenders on the basis of their respective Facility Percentages as to any payments made for application to specified Facilities and otherwise a Ratable basis, basis or on such other basis as may be agreed upon in writing by all of the Lenders (which agreement or agreements may be entered into without notice to or the consent or approval of the Borrowers); (viii) eighth, to the applicable Lenders in payment of any other Secured Obligations then outstanding and held by any Lender on a pro rata basis according to such other Secured Obligations then owing to such Lender expressed as a percentage of such other Secured Obligations then owing to all Lenders or on such other basis as may be agreed upon in writing by all of the Lenders affected by the application of this clause (vii) (which agreement or agreements may be entered into without notice to or the consent or approval of the Borrowers); and (viix) sixthninth, to the holders of the other Secured Obligations who are not Lenders on a pro rata basis; provided, however, that in the event that such payments are made with Asset Disposition Proceeds, such Asset Disposition Proceeds shall be applied to repay accrued and unpaid interest and principal on outstanding Note Repurchase Loans, until such Loans are paid in full and then as provided in clauses (i) through (ix) below. The allocations set forth in this SECTION 5.10(GSection 4.8(d) are solely to determine the rights and priorities of the Administrative Agent and the Lenders as among themselves and may be changed by the Administrative Agent and the Lenders without notice to or the consent of or approval of the Borrowers or any other Person. Whenever allocation is made pursuant to this SECTION 5.10(GSection 4.8(d) to the holder of Secured Obligations in which another Lender acquires a participation, the monies received by such holder shall be shared Ratably as between such holder and such participantsparticipants on a Ratable basis.

Allocation of Payments from Borrowers. All monies to be applied to the Secured Obligations, whether such monies represent voluntary payments by the Borrowers or are received pursuant to demand for payment or realized from any disposition of Collateral, shall be allocated among the Administrative Agent and such of the Lenders and other holders of the Secured Obligations as are entitled thereto (and, with respect to monies allocated to the Lenders, on a Ratable basis unless otherwise provided in this SECTION 5.10(G3.8(e)): (i) first, to the Administrative Agent to pay principal and accrued interest on any portion of any Non-Ratable Loan which the Agent may have advanced on behalf of any Lender (other than itself) and for which the Agent has not been reimbursed by such Lender or the Borrowers; (ii) second, to the Agent to pay the amount of expenses that have not been reimbursed to the Administrative Agent by the Borrowers or the Lenders, together with interest accrued thereon; (ii) second, to the Administrative Agent to pay any indemnified amount that has not been paid to the Administrative Agent by the Borrowers or the Lenders, together with interest accrued thereon; (iii) third, to the Administrative Agent to pay any indemnified amount that has not been paid to the Agent by the Borrowers or the Lenders, together with interest accrued thereon; (iv) fourth, to the Agent to pay any fees due and payable to the Administrative Agent under this Agreement; (ivv) fourthfifth, to the Lenders for any indemnified amount that they have paid to the Administrative Agent and for any expenses that they have reimbursed to the Administrative Agent; (vvi) fifthsixth, to the Lenders in payment of the unpaid principal and accrued interest in respect of the Loans and any other Secured Obligations arising under this Agreement (and the other Loan Documents) then outstanding and held by any Lender to be shared among Lenders on the basis of their respective Facility Percentages as to any payments made for application to specified Facilities and otherwise a Ratable ratable basis, or on such other basis as may be agreed upon in writing by all of the Lenders (which agreement or agreements may be entered into without notice to or the consent or approval of the Borrowers), ; and (vivii) sixthseventh, to the holders of the other Secured Obligations who are not Lenders on a pro rata basis. The allocations set forth in this SECTION 5.10(G3.8(e) are solely to determine the rights and priorities of the Administrative Agent and the Lenders as among themselves and may be changed by the Administrative Agent and the Lenders without notice or the consent of approval of the Borrowers or any other Person. Whenever allocation is made pursuant to this SECTION 5.10(G3.8(e) to the holder of Secured Obligations in which another Lender acquires a participation, the monies received by such holder shall be shared Ratably as between such holder and such participantsparticipants on a Ratable basis.

Allocation of Payments from Borrowers. All monies to be applied to the Secured Obligations, whether such monies represent voluntary payments by the Borrowers or are received pursuant to demand for payment or realized from any disposition of Collateral, shall be allocated among the Administrative Agent and such of the Lenders and other holders of the Secured Obligations as are entitled thereto (and, with respect to monies allocated to the Lenders, on a Ratable basis unless otherwise provided in this SECTION 5.10(G5.10(f)): (i) first, to the Administrative Agent to pay the amount of expenses that have not been reimbursed to the Administrative Agent by the Borrowers or the Lenders, together with interest accrued thereon; (ii) second, to the Administrative Agent to pay any indemnified amount that has not been paid to the Administrative Agent by the Borrowers or the Lenders, together with interest accrued thereon; (iii) third, to the Administrative Agent to pay any fees due and payable to the Administrative Agent under this Agreement; (iv) fourth, to the Lenders for any indemnified amount that they have paid to the Administrative Agent and for any expenses that they have reimbursed to the Administrative Agent; (v) fifth, to the Swingline Lender to pay any outstanding Swingline Loans together with accrued interest thereon; (vi) sixth, to the Lenders to pay any fees due and payable to all Lenders under this Agreement; (vii) seventh, to the Lenders in payment of (x) the Letter of Credit Obligations, (including by depositing Cash Collateral with the Administrative Agent pursuant to SECTION 3.9, and (y) the unpaid principal and accrued interest in respect of the Loans and any other Secured Obligations then outstanding and held by any Lender to be shared among Lenders on the basis of their respective Facility Percentages Percentages, (viii) eighth, to the Lenders and their respective Affiliates in payment of any other Secured Obligations then outstanding and held by any Lender or an Affiliate of any Lender to be shared among the Lenders and their respective Affiliates on a pro rata basis according to the outstanding Secured Obligations then owing to each Lender and each Affiliate of a Lender expressed as a percentage of the outstanding Secured Obligations then owing to any payments made for application to specified Facilities all Lenders and otherwise a Ratable basistheir respective Affiliates, or on such other basis as may be agreed upon in writing by all of the Lenders (which agreement or agreements may be entered into without notice to or the consent or approval of the Borrowers), ; and (viix) sixthninth, to the holders of the other Secured Obligations who are not Lenders or Affiliates of Lenders on a pro rata basis. The allocations set forth in this SECTION 5.10(G5.10(f) are solely to determine the rights and priorities of the Administrative Agent and the Lenders as among themselves and may be changed by the Administrative Agent and the Lenders without notice or the consent of or approval of the Borrowers or any other Person. Whenever allocation is made pursuant to this SECTION 5.10(G) to the holder of Secured Obligations in which another Lender acquires a participation, the monies received by such holder shall be shared Ratably as between such holder and such participants.

Allocation of Payments from Borrowers. All monies to be applied to the Secured Obligations, whether such monies represent voluntary payments by the Borrowers any Borrower or any Guarantor or are received pursuant to demand for payment or realized from any disposition of Collateral, shall be allocated among the Administrative Agent and such of the Lenders and other holders of the Secured Obligations as are entitled thereto (and, with respect to monies allocated to the Lenders, on a Ratable Pro Rata basis unless otherwise provided in this SECTION 5.10(G)herein): (i) first, to Agent to pay principal and accrued interest on any portion of the Administrative Revolving Credit Loans which Agent may have advanced on behalf of any Lender in accordance with the terms of this Agreement and for which Agent has not been reimbursed by such Lender or Borrowers; (ii) second, to FCC to pay the principal and accrued interest on any portion of the SwingLine Loans outstanding, to be shared with Lenders that have acquired a participating interest in such SwingLine Loans; (iii) third, to FCC to pay the principal amount of and any accrued interest on any payment made by FCC under a Letter of Credit or LC Guaranty to the extent that FCC has not been reimbursed in full and has not received from each Participating Lender a participation payment as required by Section 1.3.2 hereof; (iv) fourth, to Agent and FCC to pay the amount of expenses that have not been reimbursed to the Administrative Agent or FCC by the Borrowers or the Lenders, together with interest accrued thereonthereon at the rate applicable to Revolving Credit Loans that are Base Rate Advances; (iiv) secondfifth, to the Administrative Agent to pay any indemnified amount payable under the indemnification provisions hereof that has not been paid to the Administrative Agent by the Borrowers or Lenders and to Lenders on a Pro Rata basis for any amount payable under the Lendersindemnification provisions hereof that they have paid to Agent and any expenses that they have reimbursed to Agent, together with interest accrued thereonthereon at the rate applicable to Revolving Credit Loans that are Base Rate Advances; (iiivi) thirdsixth, to the Administrative Agent to pay any fees due and payable to the Administrative Agent under this Agreement; (iv) fourthAgent, to the extent that Lenders for any indemnified amount that they have paid to the Administrative Agent and for any expenses that they have not been reimbursed to the Administrative Agentby Borrowers therefor; (vvii) fifthseventh, to the Participating Lenders to pay principal and interest on their participations in the LC Amount outstanding (or, to the extent any of the LC Amount is contingent and an Event of Default then exists, deposited in a cash collateral account to provide security for the payment of the LC Amount); and (viii) eighth, to Lenders in payment of the accrued interest and unpaid principal and accrued interest in respect of the Revolving Credit Loans and any other Secured Obligations then outstanding and held by any Lender to be shared among Lenders on the basis of their respective Facility Percentages as to any payments made for application to specified Facilities and otherwise a Ratable Pro Rata basis, or on such other basis as may be agreed upon in writing by all of the Lenders (which agreement or agreements may be entered into without notice to noxxxx xx or the consent or approval of the Borrowers), and (vi) sixth, to the holders of the other Secured Obligations who are not Lenders on a pro rata basis. The allocations set forth in this SECTION 5.10(G) Section 4.3 are solely to determine the rights and priorities of the Administrative Agent and the Lenders as among themselves and may be changed by the Administrative Agent and the Lenders without notice to or the consent of or approval of the Borrowers or any other Person. Whenever allocation is made pursuant to this SECTION 5.10(G) to the holder of Secured Obligations in which another Lender acquires a participation, the monies received by such holder shall be shared Ratably as between such holder and such participants.

Allocation of Payments from Borrowers. All monies to be applied to ------------------------------------- the Secured Obligations, whether such monies represent voluntary payments by the Borrowers any Borrower or any Guarantor or are received pursuant to demand for payment or realized from any disposition of Collateral, shall be allocated among the Administrative Agent and such of the Lenders and other holders of the Secured Obligations as are entitled thereto (and, with respect to monies allocated to the Lenders, on a Ratable Pro Rata basis unless otherwise provided in this SECTION 5.10(G)herein): (i) first, to the Administrative Agent to pay principal and accrued interest on any portion of the amount Revolver Loans which Agent may have advanced on behalf of expenses that have any Lender in accordance with the terms of this Agreement and for which Agent has not been reimbursed to the Administrative Agent by the Borrowers such Lender or the Lenders, together with interest accrued thereonBorrowers; (ii) second, to the Administrative Agent Fleet to pay the principal and accrued interest on any indemnified amount portion of the Settlement Loans outstanding, to be shared with Lenders that has not been paid to the Administrative Agent by the Borrowers or the Lenders, together with have acquired a participating interest accrued thereonin such Settlement Loans; (iii) third, to Fleet to pay the Administrative principal amount of and any accrued interest on any payment made by Fleet under a LC Guaranty 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 Borrowers 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 Borrowers 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 the Administrative Agent under this Agreement; (iv) fourthAgent, to the extent that Lenders have not been reimbursed by Borrowers therefor; (vii) seventh, to Lenders for any indemnified amount Indemnified Amount that they have paid to the Administrative Agent and for any expenses Extraordinary Expenses that they have reimbursed to the Administrative Agent; (vviii) fiftheighth, to the Participating Lenders to pay principal and interest on their participations in the LC Obligations outstanding (or, to the extent any of the LC Obligations are contingent and an Event of Default then exists, deposited in the Cash Collateral Account to provide security for the payment of the LC Obligations); and (ix) ninth, to Lenders in payment of the unpaid principal and accrued interest in respect of the Loans and any other Secured Obligations then outstanding and held by any Lender to be shared among Lenders on the basis of their respective Facility Percentages as to any payments made for application to specified Facilities and otherwise a Ratable Pro Rata basis, or on such other basis as may be agreed upon in writing by all of the Lenders (which agreement or agreements may be entered into without notice to or the consent or approval of the Borrowers), and (vi) sixth, to the holders of the other Secured Obligations who are not Lenders on a pro rata basis. The allocations set forth in this SECTION 5.10(G) Section 4.6 are solely to determine the rights and priorities of the Administrative Agent and the Lenders as among themselves and may be changed by the Administrative Agent and the Lenders without notice to or the consent of or approval of the Borrowers or any other Person. Whenever allocation is made pursuant to this SECTION 5.10(G) to the holder of Secured Obligations in which another Lender acquires a participation, the monies received by such holder shall be shared Ratably as between such holder and such participants.

Allocation of Payments from Borrowers. All monies to be applied to the Secured Obligations, whether such monies represent voluntary payments by the Borrowers or are received pursuant to demand for payment or realized from any disposition of Collateral, shall be allocated among the Administrative Agent and such of the Lenders and other holders of the Secured Obligations as are entitled thereto (and, with respect to monies allocated to the Lenders, on a Ratable basis unless otherwise provided in this SECTION 5.10(G)4.16): (i) first, to BankBoston to pay 54 62 principal and accrued interest on any portion of any Non-Ratable Loan which BankBoston may have advanced on behalf of any Lender and for which BankBoston has not been reimbursed by such Lender or the Administrative Borrowers; (ii) second, to the Agent to pay the amount of expenses that have not been reimbursed to the Administrative Agent by the Borrowers or the Lenders, together with interest accrued thereon; (ii) second, to the Administrative Agent to pay any indemnified amount that has not been paid to the Administrative Agent by the Borrowers or the Lenders, together with interest accrued thereon; (iii) third, to the Administrative Agent to pay any indemnified amount that has not been paid to the Agent by the Borrowers or the Lenders, together with interest accrued thereon; (iv) fourth, to the Agent to pay any fees due and payable to the Administrative Agent under this Agreement; (ivv) fourthfifth, to the Lenders for any indemnified amount that they have paid to the Administrative Agent and for any expenses that they have reimbursed to the Administrative Agent; (vvi) fifthsixth, to the Lenders in payment of the unpaid principal and accrued interest in respect of the Loans and any other Secured Obligations then outstanding and held by any Lender to be shared among Lenders on the basis of their respective Facility Percentages as to any payments made for application to specified Facilities and otherwise a Ratable basis, or on such other basis as may be agreed upon in writing by all of the Lenders (which agreement or agreements may be entered into without notice to or the consent or approval of the Borrowers), ; and (vivii) sixthseventh, to the holders of the other Secured Obligations who are not Lenders on a pro rata basis. The allocations set forth in this SECTION 5.10(G) 4.16 are solely to determine the rights and priorities of the Administrative Agent and the Lenders as among themselves and may be changed by the Administrative Agent and the Lenders without notice to or the consent of or approval of the Borrowers or any other Person. Whenever allocation is made pursuant to this SECTION 5.10(G) 4.16 to the holder of Secured Obligations in which another Lender acquires a participation, the monies received by such holder shall be shared Ratably as between such holder and such participantsparticipants on a Ratable basis.

Allocation of Payments from Borrowers. All monies to be applied to the Secured Obligations, whether such monies represent voluntary payments by the Borrowers or are received pursuant to demand for payment or realized from any disposition of Collateral, shall be allocated among the Administrative Agent and such of the Lenders and other holders of the Secured Obligations as are entitled thereto (and, with respect to monies allocated to the Lenders, on a Ratable basis unless otherwise provided in this SECTION 5.10(G)4.16): (i) first, to the Swingline Lender (or to any Lender to the extent such Lender has previously repaid such Loan) to pay principal and accrued interest on any portion of any Swingline Loan; (ii) second, to the Administrative Agent to pay the amount of expenses that have not been reimbursed to the Administrative Agent by the Borrowers or the Lenders, together with interest accrued thereon; (iiiii) secondthird, to the Administrative Agent to pay any indemnified amount that has not been paid to the Administrative Agent by the Borrowers or the Lenders, together with interest accrued thereon; (iiiiv) thirdfourth, to the Administrative Agent to pay any fees due and payable to the Administrative Agent under this Agreement; (ivv) fourthfifth, to the Lenders for any indemnified amount that they have paid to the Administrative Agent and for any expenses that they have reimbursed to the Administrative Agent; (vvi) fifthsixth, to the Lenders to pay any fees due and payable to the Lenders under this Agreement; (vii) seventh, in payment of the unpaid principal and accrued interest in respect of the Loans and any other Secured Obligations then outstanding and held by any Lender to be shared among the Lenders on the basis of their respective Facility Percentages as to any payments made for application to specified Facilities and otherwise a Ratable basis, or on such other basis as may be agreed upon in writing by all of the Lenders (which agreement or agreements may be entered into without notice to or the consent or approval of the Borrowers), ; and (vivii) sixtheight, to the holders of the other Secured Obligations who are not Lenders on a pro rata basis. The allocations set forth in this SECTION 5.10(G) 4.16 are solely to determine the rights and priorities of the Administrative Agent and the Lenders as among themselves and may be changed by the Administrative Agent and the Lenders without notice to or the consent of or approval of the Borrowers or any other Person. Whenever allocation is made pursuant to this SECTION 5.10(G) 4.16 to the holder of Secured Obligations in which another Lender acquires a participation, the monies received by such holder shall be shared Ratably as between such holder and such participantsparticipants on a Ratable basis.