Common use of Apportionment and Application Clause in Contracts

Apportionment and Application. (a) Except as otherwise provided in the Loan Documents, aggregate principal and interest payments shall be apportioned ratably among the Holders (according to the unpaid principal balance of the Obligations to which such payments relate held by each Holder). All such payments, and all proceeds of Collateral received by Agent, shall be applied as follows: (i) first, to pay any expenses or indemnification (including, but not limited to, any amounts due under Section 6.15 or Section 7) then due to Agent or any Holder under the Loan Documents, until paid in full, (ii) second, to pay interest due in respect of the Notes until paid in full, (iii) third, to pay all principal amounts then due and payable with respect to the Notes until paid in full, (iv) fourth, to the Company or such other Person entitled thereto under applicable law. (b) In each instance, so long as no Event of Default has occurred and is continuing, this Section 2.6 shall not apply to any payment made by the Company to Holders or Agent and specified by the Company to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement or any other Loan Document. (c) In the event of a direct conflict between the priority provisions of this Section 2 and any similar other provisions contained in any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2 shall control and govern.

Apportionment and Application. (ai) Except as otherwise provided in the Loan DocumentsSubject to Section 2.4(b)(iii), aggregate principal Section 2.4(c)(ii), and interest Section 2.4(d), all payments to be made hereunder by Borrowers shall be apportioned ratably among the Holders (according remitted to the unpaid principal balance of the Obligations to which such payments relate held by each Holder). All Lender and all such payments, and all proceeds of Collateral received by AgentLender, shall be applied applied, so long as follows: (i) firstno Application Event has occurred and is continuing, to pay any expenses or indemnification (includingreduce the balance of the Revolving Loans outstanding and, but not limited to, any amounts due under Section 6.15 or Section 7) then due to Agent or any Holder under the Loan Documents, until paid in full, (ii) secondthereafter, to pay interest due in respect of the Notes until paid in full, Borrowers (iii) third, to pay all principal amounts then due and payable with respect be wired to the Notes until paid in full, (ivDesignated Account) fourth, to the Company or such other Person entitled thereto under applicable law. (bii) At any time that an Application Event has occurred and is continuing, all payments remitted to Lender and all proceeds of Collateral received by Lender shall be applied by Lender to the Obligations in such order and manner as Lender shall determine in its sole discretion, and, after payment in full of the Obligations, to Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under applicable law. (iii) In each instance, so long as no Application Event of Default has occurred and is continuing, this Section 2.6 2.4(b)(ii) shall not apply to any payment made by the Company Borrowers to Holders or Agent Lender and specified by the Company Borrowers to be for the payment of specific Obligations then due and payable (or prepayable) under any provision of this Agreement or any other Loan Document. (civ) In the event of a direct conflict between the priority provisions of this Section 2 2.4 and any similar other provisions provision contained in this Agreement or any other Loan Document, it is the intention of the parties hereto that such priority provisions in such documents shall be read together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2 shall control and govern.