Common use of Apportionment and Application of Payments Clause in Contracts

Apportionment and Application of Payments. Except as otherwise provided with respect to Defaulting Lenders, aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Advances to which such payments relate held by each Lender) and payments of the fees (other than fees designated for Agent's separate account) shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to Agent and all such payments not relating to principal or interest on specific Advances, or not constituting payment of specific fees and all proceeds of Collateral received by Agent, shall be applied as follows: (i) prior to the termination of the Special Term Subline, pursuant to the terms of the Participation Agreements and (ii) after the termination of the Special Term Subline, first, to pay any fees or expense reimbursements then due to Agent from Borrowers; second, to pay any fees or expense reimbursements then due to the Lenders from Borrowers; third, to pay interest due in respect of all Advances, including Swing Loans and Agent Advances, and the Special Term Subline; fourth, to pay or prepay principal of Swing Loans and Agent Advances; fifth, ratably to pay principal of the Advances (other than Swing Loans and Agent Advances) and unreimbursed obligations in respect of Letters of Credit; sixth, to pay the principal on the Special Term Subline; and seventh, ratably to pay any other Obligations due to Agent or any Lender by Borrowers. Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.3(e). The foregoing application shall be subject to the terms of the Participation and Intercreditor Agreement.

Apportionment and Application of Payments. Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Advances to which such payments relate held by each Lender) and payments of the fees (other than fees designated for Agent's separate account, after giving effect to any letter agreement between Agent and individual Lenders) shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to Agent and all such payments not relating to principal or interest on specific Advances, or not constituting payment of specific fees and all proceeds of Collateral received by Agent, shall be applied as follows: (i) prior to the termination of the Special Term Subline, pursuant to the terms of the Participation Agreements and (ii) after the termination of the Special Term Sublineapplied, first, to pay any fees or expense reimbursements then due to Agent from BorrowersBorrower; second, to pay any fees or expense reimbursements Lender Group Expenses then due to the Lenders from BorrowersBorrower; third, to pay interest due in respect of all Advances, including Swing Agent Loans and Agent Advances, and the Special Term Subline; fourth, to pay or prepay principal of Swing Agent Loans and Agent Advances; fifth, ratably to pay principal of the Advances (other than Swing Agent Loans and Agent Advances) and unreimbursed obligations in respect of Letters of Credit; and sixth, to pay the principal on the Special Term Subline; and seventh, ratably to pay any other Obligations due to Agent or any Lender by BorrowersBorrower. Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.3(e2.1(i). The foregoing application shall be subject to the terms of the Participation and Intercreditor Agreement.

Apportionment and Application of Payments. (i) Except as otherwise provided with respect to Defaulting Lenders and except as otherwise provided in the Loan Documents (including letter agreements between Agent and individual Lenders), aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Advances Obligations to which such payments relate held by each Lender) and payments of the fees and expenses (other than fees designated or expenses that are for Agent's ’s separate account, after giving effect to any letter agreements between Agent and individual Lenders) shall, as applicable, shall be apportioned ratably among the LendersLenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee relates. All payments shall be remitted to Agent and all such payments not relating (other than payments received while no Event of Default has occurred and is continuing and which relate to the payment of principal or interest on of specific Advances, Obligations or not constituting which relate to the payment of specific fees fees), and all proceeds of Accounts or other Collateral received by Agent, shall be applied as follows: (i) prior to the termination of the Special Term Subline, pursuant to the terms of the Participation Agreements and (ii) after the termination of the Special Term Subline, first, to pay any fees or expense reimbursements Lender Group Expenses then due to Agent from Borrowers; under the Loan Documents, until paid in full, second, to pay any fees or expense reimbursements Lender Group Expenses then due to the Lenders from Borrowers; under the Loan Documents, on a ratable basis, until paid in full, third, to pay any fees then due to Agent (for its separate account, after giving effect to any letter agreements between Agent and individual Lenders) under the Loan Documents, until paid in full, fourth, to pay any fees then due to any or all of the Lenders (after giving effect to any letter agreements between Agent and individual Lenders), under the Loan Documents, on a ratable basis, until paid in full, fifth, to pay interest due in respect of all Advances, including Swing Loans and Agent Advances, and the Special Term Subline; fourthuntil paid in full, to pay or prepay principal of Swing Loans and Agent Advances; fifthsixth, ratably to pay principal interest due in respect of the Advances (other than Swing Loans and Agent Advances) and unreimbursed obligations the Swing Loans, until paid in respect of Letters of Credit; sixthfull, seventh, to pay the principal on of all Agent Advances until paid in full, eighth, to pay the Special Term Subline; principal of all Swing Loans until paid in full, ninth, to pay the principal of all Advances until paid in full, tenth, if an Event of Default has occurred and seventhis continuing, ratably to Agent, to be held by Agent, for the ratable benefit of Issuing Lender and Lenders, as cash collateral in an amount up to 105% of the then extant Letter of Credit Usage until paid in full, eleventh, to pay any other Obligations then due to Agent or any Lender by Borrowers. Agent shall promptly distribute to each Lenderand payable until paid in full, pursuant and twelfth, to the applicable wire transfer instructions received from each Lender in writingextent there is outstanding Term Loan Indebtedness, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.3(e). The foregoing application shall be subject to the terms of Term Loan Agent and otherwise to Borrower (to be wired to the Participation and Intercreditor AgreementDesignated Account) or such other Person entitled thereto under applicable law.

Apportionment and Application of Payments. Except as otherwise provided with respect to Defaulting Lenders, aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Advances to which such payments relate held by each Lender) and payments of the fees (other than fees designated for Agent's separate account) shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to Agent and all such payments not relating to principal or interest on the Term Loans or of specific Advances, or not constituting payment of specific fees and all proceeds of Collateral received by Agent, shall be applied as follows: (i) prior to the termination of the Special Term Subline, pursuant to the terms of the Participation Agreements and (ii) after the termination of the Special Term Sublineapplied, first, to pay any fees or expense reimbursements then due to Agent from BorrowersBorrower; second, to pay any fees or expense reimbursements then due to the Lenders from BorrowersBorrower; third, to pay interest due in respect of all Advances, including Swing Agent Loans and Agent Advances, and the Special Term Subline; fourth, to pay or prepay principal of Swing Agent Loans and Agent Advances; fifth, ratably to pay principal of the Advances (other than Swing Agent Loans and Agent Advances) and unreimbursed obligations in respect of Letters of Credit; and sixth, to pay the principal on the Special Term Subline; and seventh, ratably to pay any other Obligations due to Agent or any Lender by BorrowersBorrower. Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.3(e2.1(k). The foregoing application shall be subject to the terms of the Participation and Intercreditor Agreement.

Apportionment and Application of Payments. Except as otherwise provided with respect to Defaulting Lenders, aggregate (i) Aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Advances Obligations to which such payments relate held by each Lender) and payments of the fees and expenses (other than fees designated or expenses that are for Agent's ’s separate account, after giving effect to any letter agreements between Agent and individual Lenders) shall, as applicable, shall be apportioned ratably among the LendersLenders having a Pro Rata Share of the type of Commitment or Obligation to which a particular fee relates. All payments shall be remitted to Agent and all such payments not relating (other than payments received while no Event of Default has occurred and is continuing and which relate to the payment of principal or interest on of specific Advances, Obligations or not constituting which relate to the payment of specific fees fees), and all proceeds of Accounts or other Collateral received by Agent, shall be applied as follows: (i) prior to the termination of the Special Term Subline, pursuant to the terms of the Participation Agreements and (ii) after the termination of the Special Term Subline, first, to pay any fees or expense reimbursements Lender Group Expenses then due to Agent from Borrowers; under the Loan Documents, until paid in full, second, to pay any fees or expense reimbursements Lender Group Expenses then due to the Lenders from Borrowers; under the Loan Documents, on a ratable basis, until paid in full, third, to pay any fees then due to Agent (for its separate account, after giving effect to any letter agreements between Agent and individual Lenders) under the Loan Documents, until paid in full, fourth, to pay any fees then due to any or all of the Lenders (after giving effect to any letter agreements between Agent and individual Lenders), under the Loan Documents, on a ratable basis, until paid in full, fifth, to pay interest due in respect of all Advancesthe Loan, including Swing Loans and Agent Advancesuntil paid in full, and the Special Term Subline; fourth, to pay or prepay principal of Swing Loans and Agent Advances; fifth, ratably to pay principal of the Advances (other than Swing Loans and Agent Advances) and unreimbursed obligations in respect of Letters of Credit; sixthSixth, to pay the principal on of the Special Term Subline; Loan until paid in full, and seventhSeventh, ratably to pay any other Obligations then due to Agent or any Lender by Borrowers. Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender and payable until paid in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.3(e). The foregoing application shall be subject to the terms of the Participation and Intercreditor Agreementfull.

Apportionment and Application of Payments. Except as otherwise provided with respect to Defaulting Lenders, aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Advances to which such payments relate held by each Lender) and payments of the fees (other than fees designated for Agent's separate account) shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to Agent and all such payments not relating to principal or interest on specific Advances, or not constituting payment of specific fees and all proceeds of Collateral received by Agent, shall be applied as follows: (i) prior to the termination of the Special Term Subline, pursuant to the terms of the Participation Agreements and (ii) after the termination of the Special Term Sublineapplied, first, to pay any fees or expense reimbursements then due to Agent from BorrowersBorrower; second, to pay any fees or expense reimbursements then due to the Lenders from BorrowersBorrower; third, to pay interest due in respect of all Advances, including Swing Agent Loans and Agent Advances, and the Special Term Subline; fourth, to pay or prepay principal of Swing Agent Loans and Agent Advances; fifth, ratably to pay principal of the Advances (other than Swing Agent Loans and Agent Advances) and unreimbursed obligations in respect of Letters of Credit; sixth, to pay the principal on the Special Term Subline; and seventh, ratably to pay any other Obligations due to Agent or any Lender by BorrowersBorrower; and seventh, to provide cash collateral to be held by Agent in an amount equal to 102% of the maximum amount of the Lender Group's obligations under Letters of Credit, to the extent then required so to be on deposit pursuant to Section 2.2(e) or otherwise; and thereafter delivered to Borrower. Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.3(e2.1(i). The foregoing application shall be subject to the terms of the Participation and Intercreditor Agreement.

Apportionment and Application of Payments. Except as ----------------------------------------- otherwise provided with respect to Defaulting Lenders, aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Advances to which such payments relate held by each Lender) and payments of the fees (other than fees designated for Agent's separate account) shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to Agent and all such payments not relating to principal or interest on specific Advances, or not constituting payment of specific fees and all proceeds of Collateral received by Agent, shall be applied as follows: (i) prior to the termination of the Special Term Subline, pursuant to the terms of the Participation Agreements and (ii) after the termination of the Special Term Sublineapplied, first, to pay any fees or expense reimbursements then due to Agent from BorrowersBorrower; second, to pay any fees or expense reimbursements then due to the Lenders from BorrowersBorrower; third, to pay interest due in respect of all Advances, including Swing Agent Loans and Agent Advances, and the Special Term Subline; fourth, to pay or prepay principal of Swing Agent Loans and Agent Advances; fifth, ratably to pay principal of the Advances (other than Swing Agent Loans and Agent Advances) and unreimbursed obligations in respect of Letters of Credit; and sixth, to pay the principal on the Special Term Subline; and seventh, ratably to pay any other Obligations due to Agent or any Lender by BorrowersBorrower. Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.3(e2.1(i). The foregoing application shall be subject to the terms of the Participation and Intercreditor Agreement.--------------

Apportionment and Application of Payments. Except as otherwise provided with respect to Defaulting Lenders, aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Advances to which such payments relate held by each Lender) and payments of the fees (other than fees designated for Agent's ’s separate account) shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to Agent and all such payments not relating to principal or interest on specific Advances, or not constituting payment of specific fees and all proceeds of Collateral received by Agent, shall be applied as follows: (i) prior to the termination of the Special Term Subline, pursuant to the terms of the Participation Agreements and (ii) after the termination of the Special Term Sublineapplied, first, to pay any fees or expense reimbursements then due to Agent from BorrowersBorrower; second, to pay any fees or expense reimbursements then due to the Lenders from BorrowersBorrower; third, to pay interest due in respect of all Advances, including Swing Agent Loans and Agent Advances, and the Special Term Subline; fourth, to pay or prepay principal of Swing Agent Loans and Agent Advances; fifth, ratably to pay principal of the Advances (other than Swing Agent Loans and Agent Advances) and unreimbursed obligations in respect of Letters of Credit; and sixth, to pay the principal on the Special Term Subline; and seventh, ratably to pay any other Obligations due to Agent or any Lender by BorrowersBorrower. Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.3(e2.1(i). The foregoing application shall be subject to the terms of the Participation and Intercreditor Agreement.

Apportionment and Application of Payments. Except as otherwise provided with respect to Defaulting Lenders, aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Advances to which such payments relate held by each Lender) and payments of the fees (other than fees designated for Facility Agent's or Facility Co-Agent's separate account) shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to Facility Agent and all such payments not relating to principal or interest on specific Advances, or not constituting payment of specific fees and all proceeds of Collateral received by Facility Agent, shall be applied as follows: (i) prior to the termination of the Special Term Subline, pursuant to the terms of the Participation Agreements and (ii) after the termination of the Special Term Sublineapplied, first, to pay any fees or expense reimbursements then due to Facility Agent or Facility Co-Agent from BorrowersBorrower; second, to pay any fees or expense reimbursements Lender Group Expenses then due to the Lenders from BorrowersBorrower; third, to pay interest due in respect of all Advances, including Swing Agent Loans and Agent Advances, and the Special Term Subline; fourth, to pay or prepay principal of Swing Agent Loans and Agent Advances; fifth, ratably to pay principal of the Advances (other than Swing Agent Loans and Agent Advances) and unreimbursed obligations in respect of Letters of Credit; and sixth, to pay the principal on the Special Term Subline; and seventh, ratably to pay any other Obligations due to Agent Agents or any Lender by BorrowersBorrower. Facility Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.3(e2.1(i). The foregoing application shall be subject to the terms of the Participation and Intercreditor Agreement.

Apportionment and Application of Payments. Except as otherwise provided with respect to Defaulting Lenders, aggregate Aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Advances to which such payments relate held by each Lender) and payments of the fees (other than fees designated for an Agent's separate account) shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to Collateral Agent and all such payments not relating to principal or interest on specific Advances, or not constituting payment of specific fees and all proceeds of Collateral received by Collateral Agent, shall be applied as follows: (i) prior to the termination of the Special Term Subline, pursuant to the terms of the Participation Agreements and (ii) after the termination of the Special Term Sublineapplied, first, to pay any fees or expense reimbursements Lender Group Expenses then due to Agent Agents from BorrowersBorrower; second, to pay any fees or expense reimbursements Lender Group Expenses then due to the Lenders from BorrowersBorrower; third, to pay interest due in respect of all Advances, including Swing Agent Loans and Agent Advances, and the Special Term Subline; fourth, to pay interest due in respect of all Advances (other than Agent Loans and Agent Advances); fifth, to pay or prepay principal of Swing Agent Loans and Agent Advances; fifthsixth, ratably to pay principal of the Advances (other than Swing Agent Loans and Agent Advances) and unreimbursed obligations in respect of Letters of Credit; sixth, which may include the cash collateralization of Obligations with respect to pay the principal on the Special Term Sublineundrawn Letters of Credit; and seventh, ratably to pay any other Obligations due to Agent Agents or any Lender by BorrowersBorrower. Collateral Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.3(e2.1(h). The foregoing application shall be subject to the terms of the Participation and Intercreditor Agreement.

Apportionment and Application of Payments. Except as otherwise provided with respect to Defaulting Lenders, aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Advances to which such payments relate held by each Lender) and payments of the fees (other than fees designated for Agent's separate account) shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to Agent and all such payments not relating to principal or interest on specific Advances, or not constituting payment of specific fees and all proceeds of Collateral received by Agent, shall be applied as follows: (i) prior to the termination of the Special Term Sublineapplied, pursuant to the terms of the Participation Agreements and (ii) after the termination of the Special Term Subline, firstFIRST, to pay any fees or expense reimbursements then due to Agent from BorrowersBorrower; secondSECOND, to pay any fees or expense reimbursements then due to the Lenders from BorrowersBorrower; thirdTHIRD, to pay interest due in respect of all Advances, including Swing Agent Loans and Agent Advances, and the Special Term Subline; fourthFOURTH, to pay or prepay principal of Swing Agent Loans and Agent Advances; fifthFIFTH, ratably to pay principal of the Advances (other than Swing Agent Loans and Agent Advances) and unreimbursed obligations in respect of Letters of Credit; sixth, to pay the principal on the Special Term Subline; and seventhSIXTH, ratably to pay any other Obligations due to Agent or any Lender by BorrowersBorrower. Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.3(eSECTION 2.1(i). The foregoing application shall be subject to the terms of the Participation and Intercreditor Agreement.

Apportionment and Application of Payments. Except as otherwise provided with respect to Defaulting Lenders, aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Advances to which such payments relate held by each Lender) and payments of the fees (other than fees designated for Administrative Agent's separate account) shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to Administrative Agent and all such payments not relating to principal or interest on specific Advances, or not constituting payment of specific fees and all proceeds of Collateral received by Administrative Agent, shall be applied as follows: (i) prior to the termination of the Special Term Sublineapplied, pursuant to the terms of the Participation Agreements and (ii) after the termination of the Special Term Subline, firstFIRST, to pay any fees or expense reimbursements then due to Administrative Agent from BorrowersBorrower; secondSECOND, to pay any fees or expense reimbursements then due to the Lenders from BorrowersBorrower; thirdTHIRD, to pay interest due in respect of all Advances, including Swing Administrative Agent Loans and Administrative Agent Advances, and the Special Term Subline; fourthFOURTH, to pay or prepay principal of Swing Administrative Agent Loans and Administrative Agent Advances; fifthFIFTH, ratably to pay principal of the Advances (other than Swing Administrative Agent Loans and Administrative Agent Advances) and unreimbursed obligations in respect of Letters of Credit; sixth, to pay the principal on the Special Term Subline; and seventhSIXTH, ratably to pay any other Obligations due to Administrative Agent or any Lender by BorrowersBorrower. Administrative Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.3(eSECTION 2.1(i). The foregoing application shall be subject to the terms of the Participation and Intercreditor Agreement.

Apportionment and Application of Payments. Except as otherwise provided with respect to Defaulting Lenders, aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Advances to which such payments relate held by each Lender) and payments of the fees (other than fees designated for Agent's separate account) shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to Agent and all such payments not relating to principal or interest on specific Advances, or and not constituting payment of specific fees and all proceeds of Collateral received by Agent, shall be applied as follows: (i) prior to the termination of the Special Term Subline, pursuant to the terms of the Participation Agreements and (ii) after the termination of the Special Term Sublineapplied, first, to pay any fees or expense reimbursements then due to Agent from BorrowersBorrower; second, to pay any fees or expense reimbursements then due to the Lenders from BorrowersBorrower; third, to pay interest due in respect of all Advances, including Swing Agent Loans and Agent Advances, and the Special Term Subline; fourth, to pay or prepay principal of Swing Agent Loans and Agent Advances; fifth, ratably to pay principal of the Advances (other than Swing Agent Loans and Agent Advances) and unreimbursed obligations in respect of Letters of Credit; and sixth, to pay the principal on the Special Term Subline; and seventh, ratably to pay any other Obligations due to Agent or any Lender by BorrowersBorrower. Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.3(eSECTION 2.1(h). The foregoing application shall be subject to the terms of the Participation and Intercreditor Agreement.

Apportionment and Application of Payments. Except as otherwise provided with respect to Defaulting Lenders, aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Advances to which such payments relate held by each Lender) and payments of the fees (other than fees designated for Agent's separate account) shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to Agent and all such payments not relating to principal or interest on specific Advances, or not constituting payment of specific fees and all proceeds of Collateral received by Agent, shall be applied as follows: (i) prior to the termination of the Special Term Subline, pursuant to the terms of the Participation Agreements and (ii) after the termination of the Special Term Sublineapplied, first, to pay any fees or expense reimbursements then due to Agent from BorrowersBorrower; second, to pay any fees or expense reimbursements then due to the Lenders from BorrowersBorrower; third, to pay interest due in respect of all Advances, including Swing Agent Loans and Agent Advances, and the Special Term Subline; fourth, to pay or prepay principal of Swing Agent Loans and Agent Advances; fifth, ratably to pay principal of the Advances (other than Swing Agent Loans and Agent Advances) and unreimbursed obligations in respect of Letters of Credit; and sixth, to pay the principal on the Special Term Subline; and seventh, ratably to pay any other Obligations due to Agent or any Lender by BorrowersBorrower. Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.3(e2.1(i). The foregoing application shall be subject to the terms of the Participation and Intercreditor Agreement.

Apportionment and Application of Payments. Except as otherwise provided with respect to Defaulting Lenders, aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Advances to which such payments relate held by each Lender) and payments of the fees (other than fees designated for Agent's separate account) shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to Agent and all such payments not relating to principal or interest on the Fixed Period Loans or of specific Advances, or not constituting payment of specific fees and all proceeds of Collateral received by Agent, shall be applied as follows: (i) prior to the termination of the Special Term Subline, pursuant to the terms of the Participation Agreements and (ii) after the termination of the Special Term Sublineapplied, first, to pay any fees (other than fees set forth in Section 2.11(e) hereof) or expense reimbursements then due to Agent from Borrowers; second, to pay any fees or expense reimbursements then due to Agent under Section 2.11(e) hereof and to the Lenders from BorrowersBorrowers to be allocated on a pro-rata basis with respect to the amount then due to the Agent under Section 2.11(e) hereof and to the Lenders; third, to pay interest due in respect of all Advances, including Swing Agent Loans and Agent Advances, and the Special Term Subline; fourth, to pay or prepay principal of Swing Agent Loans and Agent Advances; fifth, ratably to pay principal of the Advances (other than Swing Agent Loans and Agent Advances) and unreimbursed obligations in respect of Letters of Credit; and sixth, to pay the principal on the Special Term Subline; and seventh, ratably to pay any other Obligations due to Agent or any Lender by Borrowers. Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.3(e2.1(i). The foregoing application shall be subject to the terms of the Participation and Intercreditor Agreement.

Apportionment and Application of Payments. Except as otherwise provided with respect to Defaulting Lenders, aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Advances to which such payments relate held by each Lender) and payments of the fees (other than fees designated for Agent's separate account) shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to Agent and all such payments not relating to principal or interest on specific Advances, Advances or not constituting payment of specific fees and all proceeds of Collateral received by Agent, shall be applied as follows: (i) prior to the termination of the Special Term Subline, pursuant to the terms of the Participation Agreements and (ii) after the termination of the Special Term Sublineapplied, first, to pay any fees or expense reimbursements then due to Agent from BorrowersBorrower; second, to pay any fees or expense reimbursements then due to the Lenders from BorrowersBorrower; third, to pay interest due in respect of all Advances, including Swing Agent Loans and Agent Advances, and the Special Term Subline; fourth, to pay or prepay principal of Swing Agent Loans and Agent Advances; fifth, ratably to pay principal of the Advances (other than Swing Agent Loans and Agent Advances) and unreimbursed reimbursed obligations in respect of Letters of Credit; and sixth, to pay the principal on the Special Term Subline; and seventh, ratably to pay any other Obligations due to Agent or any Lender by BorrowersBorrower. Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing, such funds as it may be entitled to receive, subject to a Settlement delay as provided for in Section 2.3(e2.1(i). The foregoing application shall be subject to the terms of the Participation and Intercreditor Agreement.