Common use of Apportionment, Application and Reversal of Payments Clause in Contracts

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the applicable Lenders (according to the unpaid principal balance of the Term Loans to which such payments relate held by each applicable Lender) and payments of the fees shall, as applicable, be apportioned ratably among the applicable Lenders, except for fees payable solely to the Administrative Agent. All payments shall be remitted to the Administrative Agent (except as expressly provided herein otherwise) and all such payments not relating to principal or interest of specific Term Loans, or not constituting payment of specific fees or expenses, and, subject to the terms of the Senior Lenders Intercreditor Agreement, all proceeds of Collateral received by the Administrative Agent, shall be applied, ratably, subject to the provisions of this Agreement (including, without limitation, Section 3.3(d)), first, to pay any fees, indemnities or expense reimbursements then due to the Administrative Agent; second, to pay any fees or expense reimbursements then due to the Lenders from any of the Borrowers; third, to pay interest then due in respect of the Term Loans; fourth, to pay or prepay principal owing on the Term Loans; and fifth, to pay or prepay any other Obligations owing to the Lenders.

Apportionment, Application and Reversal of Payments. Principal Except as otherwise provided with respect to Defaulting Lenders and except as may otherwise be agreed among the Lenders, aggregate principal and interest payments shall be apportioned ratably among the applicable Lenders (according to the unpaid principal balance of the Term Loans Advances to which such payments relate held by each applicable Lender) and payments of the fees (other than fees designated for Agent's sole and separate account) shall, as applicable, be apportioned ratably among the applicable Lenders, except for fees payable solely to the Administrative Agent. All payments shall be remitted to the Administrative Agent (except as expressly provided herein otherwise) and all such payments not relating to principal or interest of specific Term LoansAdvances, or not constituting payment of specific fees or expensesfees, and, subject to the terms of the Senior Lenders Intercreditor Agreement, and all proceeds of Accounts or other Collateral received by the Administrative Agent, shall be applied, ratably, subject to the provisions of this Agreement (including, without limitation, Section 3.3(d)), first, to pay any fees, indemnities or expense reimbursements then due to the Administrative AgentAgent from Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from any of the BorrowersBorrower; third, to pay interest then due in respect of the Term Loansall Advances (including Foothill Loans and Agent Advances); fourth, to pay or prepay principal owing on of Foothill Loans and Agent Advances; fifth, ratably to pay principal of the Term LoansAdvances (other than Foothill Loans and Agent Advances); and fifthsixth, ratably to pay or prepay any other Obligations owing due to the LendersAgent or any Lender by Borrower.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the applicable Lenders (according to the unpaid principal balance of the Term Loans Loan to which such payments relate held by each applicable Lender) and payments payment of the fees shall, as applicable, be apportioned ratably among the applicable Lenders, except for fees payable solely to the Administrative Agent. All payments shall be remitted to the Administrative Agent (except as expressly provided herein otherwise) and all such payments not relating to principal or interest of specific the Term LoansLoan, or not constituting payment of specific fees or expensesfees, and, subject to the terms of the Senior Lenders Intercreditor Agreement, and all proceeds of Accounts or other Collateral received by the Administrative Agent, shall be applied, ratably, subject to the provisions of this Agreement (including, without limitation, Section 3.3(d))Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Administrative AgentAgent from the Borrowers; second, to pay any fees fees, indemnities or expense reimbursements then due to the Lenders from any of the Borrowers; third, to pay interest then due in respect of the Term LoansLoan; fourth, to pay or prepay principal owing on of the Term LoansLoan; and fifth, to pay or prepay the payment of any other Obligations owing Obligations. Notwithstanding anything to the Lenders.contrary contained in this Agreement, neither Agent nor any Lender shall apply any payments which it receives to any LIBOR Loan, unless (a) so directed by the Borrowers, (b) an Event of Default has occurred and is continuing or (c) such payments are applied on the expiration date of the Interest Period applicable to any such

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the applicable Lenders (according to the unpaid principal balance of the Term Loans to which such payments relate held by each applicable Lender) and payments of the fees shall, as applicable, be apportioned ratably among the applicable Lenders, except for fees payable solely to Agent and the Administrative AgentLetter of Credit Issuer and except as provided in Section11.1(b). All payments shall be remitted to the Administrative Agent (except as expressly provided herein otherwise) and all such payments not relating to principal or interest of specific Term Loans, or not constituting payment of specific fees or expensesfees, and, subject to the terms of the Senior Lenders Intercreditor Agreement, and all proceeds of Accounts or other Collateral received by the Administrative Agent, shall be applied, ratably, subject to the provisions of this Agreement (including, without limitation, Section 3.3(d)), as follows: first, to pay any fees, indemnities or expense reimbursements then due to the Administrative Agent; second, to pay any fees or expense reimbursements then due to the Lenders from any the Borrower; second, to pay interest due in respect of the Borrowersall Loans, including Agent Advances; third, to pay interest then due in respect or prepay principal of the Term LoansAgent Advances; fourth, to pay or prepay principal owing on of the Term LoansRevolving Loans (other than Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit; and fifth, to pay or prepay an amount to the Agent equal to all outstanding Letter of Credit Obligations to be held as cash collateral for such Obligations; sixth, to the payment of any other Obligations owing Obligation due to the LendersAgent or any Lender by the Borrower; and seventh, to pay any fees, indemnities, or expense reimbursements including any amounts relating to Bank Products then due to the Agent from the Borrower.

Apportionment, Application and Reversal of Payments. Principal --------------------------------------------------- and interest payments shall be apportioned ratably among the applicable Lenders (according to the unpaid principal balance of the Term Loans to which such payments relate held by each applicable Lender) ), and payments of the fees shall, as applicable, be apportioned ratably among the applicable Lendersfees, except for fees payable solely to Agent and the Administrative AgentLetter of Credit Issuer shall be apportioned among Lenders on the Initial Funding Date as may be provided in the separate fee letters between Agent and individual Lenders. All payments shall be remitted to the Administrative Agent (except as expressly provided herein otherwise) and all such payments not relating to principal or interest of specific Term Loans, or not constituting payment of specific fees or expensesfees, and, subject to the terms of the Senior Lenders Intercreditor Agreement, and all proceeds of Accounts or other Collateral received by the Administrative Agent, and all payments received after the occurrence and during the continuance of an Event of Default, shall be applied, ratably, subject as follows: first, to pay any ----- fees, indemnities or expense reimbursements (excluding any amounts relating to Bank Products) then due to the provisions of Agent from Borrowers under this Agreement (including, without limitation, Section 3.3(d)), firstand any other Loan Document; second, to pay any fees, indemnities indemnities, or ------ expense reimbursements then due (excluding any amount relating to the Administrative Agent; second, to pay any fees or expense reimbursements Bank Products) then due to the Lenders from Borrowers under this Agreement and any of the Borrowersother Loan Document; third, to pay interest then due from Borrowers in respect of the Term all ----- Revolving Loans; fourth, to pay or prepay principal owing on the Term Loans; including Non-Ratable Loans and fifth, to pay or prepay any other Obligations owing to the Lenders.Agent Advances;

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the applicable Lenders (according to the unpaid principal balance of the Term Loans to which such payments relate held by each applicable Lender) and payments of the fees shall, as applicable, be apportioned ratably among the applicable Lenders, except for fees payable solely to the Administrative Agent. All payments shall be remitted to the Administrative Agent (except as expressly provided herein otherwise) and all such payments not relating to principal or interest of specific Term Loans, or not constituting payment of specific fees or expensesfees, and, subject to the terms of the Senior Lenders Intercreditor Agreement, and all proceeds of Accounts or other Collateral received by the Administrative Agent, shall be applied, ratably, subject to the provisions of this Agreement (including, without limitation, Section 3.3(d))Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Administrative AgentAgent from the Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from any of the BorrowersBorrower; third, to pay interest then due in respect of the Term all Revolving Loans, including Non-Ratable Loans and Protective Advances; fourth, to pay or prepay principal owing on of the Term LoansNon-Ratable Loans and Protective Advances; and fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Protective Advances) and sixth, to the payment of any other Obligations owing Obligation including any amounts relating to Bank Products due to the Lenders.Agent or any Lender or any of their Affiliates by the

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the applicable Lenders (according to the unpaid principal balance of the Term Loans to which such payments relate held by each applicable Lender) and payments of the any fees shallsubject to apportionment under this Agreement, as applicable, shall be apportioned ratably among the applicable Lenders, except for fees payable solely to the Administrative Agent. All payments shall be remitted to the Administrative Agent (except as expressly provided herein otherwise) and all such payments not relating to principal or interest of specific Term Loans, or not constituting payment of specific fees or expensesfees, and, subject to the terms of the Senior Lenders Intercreditor Agreement, and all proceeds of Accounts or other Collateral received by the Administrative Agent, shall be applied, ratably, subject to the provisions of this Agreement (including, without limitation, Section 3.3(d))Agreement, first, to pay any fees, indemnities or expense reimbursements (including any amounts relating to Bank Products) then due to the Administrative AgentAgent or the Syndication Agent from the Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from any of the BorrowersBorrower; third, to pay interest then due in respect of the Term all Loans, including Agent Advances; fourth, to pay or prepay principal owing on of the Term LoansAgent Advances; and fifth, to pay or prepay principal of the Loans (other than Agent Advances); and sixth, to the payment of any other Obligations owing Obligation due to the LendersAgent, the Syndication Agent or any Lender by the Borrower. The 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 2.2(i). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal Aggregate principal and interest payments shall be apportioned ratably among the applicable Lenders (according to the unpaid principal balance of the Term Loans to which such payments relate held by each applicable Lender) and payments of the fees shall, as applicable, be apportioned ratably among the applicable Lenders, except for fees payable solely to the Administrative Agent. All payments shall be remitted to the Administrative Agent (except as expressly provided herein otherwise) and all such payments not relating to principal or interest of specific Term Loans, or not constituting payment of specific fees or expensesfees, and, subject to the terms of the Senior Lenders Intercreditor Agreement, and all proceeds of Accounts or other Collateral received by the Administrative Agent, shall be applied, ratably, subject to the provisions of this Agreement (including, without limitation, Section 3.3(d)), Agreement: first, to pay any fees, indemnities or expense reimbursements then due to the Administrative AgentAgent from the Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from any of the BorrowersBorrower; third, to pay interest then due in respect of the Term all Revolving Loans, including Bank of America Loans and Agent Advances; fourth, to pay or prepay principal owing on of the Term LoansBank of America Loans and Agent Advances; and fifth, to pay or prepay principal of the Revolving Loans (other than Bank of America Loans and Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit; and sixth, to the payment of any other Obligations owing Obligation due to the LendersAgent or any Lender by the Borrower. The 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 2.2(j). The Agent and the Lenders shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.

Apportionment, Application and Reversal of Payments. Principal Except as otherwise provided with respect to Defaulting Lenders and except as may otherwise be agreed among the Lenders, aggregate principal and interest payments shall be apportioned ratably among the applicable Lenders (according to the unpaid principal balance of the Term Loans Advances to which such payments relate held by each applicable Lender) and payments of the fees (other than fees designated for Agent's sole and separate account) shall, as applicable, be apportioned ratably among the applicable Lenders, except for fees payable solely to the Administrative Agent. All payments shall be remitted to the Administrative Agent (except as expressly provided herein otherwise) and all such payments not relating to principal or interest of specific Term LoansAdvances, or not constituting payment of specific fees or expensesfees, and, subject to the terms of the Senior Lenders Intercreditor Agreement, and all proceeds of Accounts or other Collateral received by the Administrative Agent, shall be applied, ratably, subject to the provisions of this Agreement (including, without limitation, Section 3.3(d)), first, to pay any fees, indemnities or expense reimbursements then due to the Administrative AgentAgent from Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from any of the BorrowersBorrower; third, to pay interest then due in respect of the Term Loansall Advances (including Foothill Loans and Agent Advances); fourth, to pay or prepay principal owing on of Foothill Loans and Agent Advances; fifth, ratably to pay principal of the Term LoansAdvances (other than Foothill Loans and Agent Advances); sixth, to be held by Agent as cash collateral in accordance with Section 2.2(e) hereof with respect to unreimbursed obligations in respect of Letters of Credit; and fifthseventh, ratably to pay or prepay any other Obligations owing due to the LendersAgent or any Lender by Borrower.

Apportionment, Application and Reversal of Payments. Principal Except as otherwise provided with respect to Defaulting Lenders, aggregate principal and interest payments shall be apportioned ratably among the applicable Lenders (according to the unpaid principal balance of the Term Loans Advances to which such payments relate held by each applicable Lender) and payments of the fees (other than fees designated for Agent's sole and separate account) shall, as applicable, be apportioned ratably among the applicable Lenders, except for fees payable solely to the Administrative Agent. All payments shall be remitted to the Administrative Agent (except as expressly provided herein otherwise) and all such payments not relating to principal or interest of specific Term LoansAdvances, or not constituting payment of specific fees or expensesfees, and, subject to the terms of the Senior Lenders Intercreditor Agreement, and all proceeds of Accounts or other Collateral received by the Administrative Agent, shall be applied, ratably, subject to the provisions of this Agreement (including, without limitation, Section 3.3(d)), first, to pay ----- any fees, indemnities or expense reimbursements then due to the Administrative AgentAgent from Borrower; second, to ------ pay any fees or expense reimbursements then due to the Lenders from any of the BorrowersBorrower; third, to pay interest then due in respect of the Term Loansall Advances (including Foothill Loans ----- and Agent Advances); fourth, to pay or prepay principal owing on of Foothill Loans and ------ Agent Advances; fifth, ratably to pay principal of the Term LoansAdvances (other than ----- Foothill Loans and Agent Advances); sixth, to be held by Agent as cash ----- collateral in accordance with Section 2.2(e) hereof with respect to unreimbursed obligations in respect -------------- of Letters of Credit; and fifthseventh, ratably to pay or prepay any other Obligations owing due to the LendersAgent or any Lender by Borrower.

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the applicable Lenders (according to the unpaid principal balance of the Term Loans to which such payments relate held by each applicable Lender) and payments of the fees shall, as applicable, be apportioned ratably among the applicable Lenders, except for fees payable solely to Agent and the Administrative AgentLetter of Credit Issuer and except as provided in SECTION 11.1(B). All payments shall be remitted to the Administrative Agent (except as expressly provided herein otherwise) and all such payments not relating to principal or interest of specific Term Loans, or not constituting payment of specific fees or expensesfees, and, subject to the terms of the Senior Lenders Intercreditor Agreement, and all proceeds of Accounts or other Collateral received by the Administrative Agent, shall be applied, ratably, subject to the provisions of this Agreement (including, without limitation, Section 3.3(d))Agreement, first, to pay any fees, indemnities indemnities, or expense reimbursements then due to the Administrative AgentAgent from the Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from any of the BorrowersBorrower; third, to pay interest then due in respect of the Term all Loans, including Non-Ratable Loans and Agent Advances; fourth, to pay or prepay principal owing on of the Term LoansNon-Ratable Loans and Agent Advances; and fifth, to pay or prepay principal of the Revolving Loans (other than Non-Ratable Loans and Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit; sixth, to pay an amount to Agent equal to all outstanding Letter of Credit Obligations to be held as cash collateral for such Obligations; and seventh, to the payment of any other Obligations owing to the Lenders.including any

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the applicable Lenders (according to the unpaid principal balance of the Term Loans to which such payments relate held by each applicable Lender) ), and payments of the fees shall, as applicable, be apportioned ratably among the applicable Lendersfees, except for fees payable solely to Agent and the Administrative AgentLetter of Credit Issuer shall be apportioned among Lenders on the Initial Funding Date as may be provided in the separate fee letters between Agent and individual Lenders. All payments shall be remitted to the Administrative Agent (except as expressly provided herein otherwise) and all such payments not relating to principal or interest of specific Term Loans, or not constituting payment of specific fees or expensesfees, and, subject to the terms of the Senior Lenders Intercreditor Agreement, and all proceeds of Accounts or other Collateral received by the Administrative Agent, and all payments received after the occurrence and during the continuance of an Event of Default, shall be applied, ratably, subject to the provisions of this Agreement (including, without limitation, Section 3.3(d)), as follows: first, to pay any fees, indemnities or expense reimbursements (excluding any ----- amounts relating to Bank Products) then due to the Administrative AgentAgent from Borrowers under this Agreement and any other Loan Document; second, to pay any fees fees, ------ indemnities, or expense reimbursements (excluding any amount relating to Bank Products) then due to the Lenders from Borrowers under this Agreement and any of the Borrowersother Loan Document; third, to pay interest then due from Borrowers in ----- respect of the Term all Revolving Loans; fourth, to pay or prepay principal owing on the Term Loans; including Non-Ratable Loans and fifth, to pay or prepay any other Obligations owing to the Lenders.Agent Advances;

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the applicable Lenders (according to the unpaid principal balance of the Term Loans to which such payments relate held by each applicable Lender) and payments of the fees shall, as applicable, be apportioned ratably among the applicable Lenders, except for fees payable solely to the Administrative Agent). All payments shall be remitted to the Administrative Agent (except as expressly provided herein otherwise) and all such payments not relating to principal or interest in respect of specific Term Loans, or not constituting payment of specific fees or expensesfees, and, subject to the terms of the Senior Lenders Intercreditor Agreement, and all proceeds of Accounts and Inventory, or, except as provided in subsection 3.3.1, other Collateral received by the Administrative Agent, shall be applied, ratably, subject to the provisions of this Agreement (including, without limitation, Section 3.3(d))Agreement, first, to pay any fees, indemnities indemnities, or expense reimbursements then due to the Administrative AgentAgent or Lenders from Borrower; second, to pay any fees or expense reimbursements then interest due to the Lenders from any of the Borrowers; third, to pay interest then due Borrower in respect of the all Term Loans; fourththird, to pay or prepay principal owing on the of all Term Loans; and fifthfourth, to pay or prepay the payment of any other Obligations owing Obligation due to Administrative Agent or any Lender by Borrower. After the Lendersoccurrence and during the continuance of an Event of Default, Administrative Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Administrative Agent or its agent against the Obligations, in such manner as Administrative Agent may deem advisable, notwithstanding any entry by Administrative Agent or any Lender upon any of its books and records, provided that such application or reapplication shall be consistent with the terms of this subsection 3.4.2.

Apportionment, Application and Reversal of Payments. Principal Except as otherwise provided with respect to defaulting Lenders, aggregate principal and interest payments shall be apportioned ratably among the applicable Lenders (according to the unpaid principal balance of the Term Loans Advances to which such payments relate held by each applicable Lender) and payments of the fees (other than fees designated for Agent's sole and separate account) shall, as applicable, be apportioned ratably among the applicable Lenders, except for fees payable solely to the Administrative Agent. All payments shall be remitted to the Administrative Agent (except as expressly provided herein otherwise) and all such payments not relating to principal or interest of specific Term LoansAdvances or loans, or not constituting payment of specific fees or expensesfees, and, subject to the terms of the Senior Lenders Intercreditor Agreement, and all proceeds of Accounts or other Collateral received by the Administrative Agent, shall be applied, ratably, subject to applied as in the provisions of this Agreement following order: (including, without limitation, Section 3.3(d)), first, i) to pay any fees, indemnities or expense reimbursements then due to the Administrative AgentAgent from Borrower; second, (ii) to pay any fees or expense reimbursements then due to the Lenders from any of the BorrowersBorrower; third, (iii) to pay interest then due in respect of the Term Loansall outstanding Advances; fourth, (iv) to pay fees, charges, commission, and costs in respect of all outstanding Letters of Credit; (v) ratably to pay principal of all outstanding Advances; (vi) upon the occurrence and during the continuance of any Event of Default, or prepay principal owing on upon the Term Loanstermination of this Agreement, provide cash collateral to be held by Agent, for the ratable benefit of the Lender Group, in an amount equal to 105% of the maximum amount of the Lender Group's obligations under Letters of Credit; and fifth, (vii) ratably to pay or prepay any other Obligations owing due to the Lenders.Agent or any Lender by Borrower. (c)

Apportionment, Application and Reversal of Payments. Principal and interest payments shall be apportioned ratably among the applicable Lenders (according to the unpaid principal balance of the Term Loans held by each Lender and to which such payments relate held by each applicable Lenderrelate) and payments of the fees shall, as applicable, be apportioned ratably among the applicable Lenders, except for fees payable solely to the Administrative AgentAgent and the Letter of Credit Issuer. All payments shall be remitted to the Administrative Agent (except as expressly provided herein otherwise) and all such payments not relating to principal or interest of specific Term Loans, or not constituting payment of specific fees or expensesfees, and, subject to the terms of the Senior Lenders Intercreditor Agreement, and all proceeds of Accounts or other Collateral received by the Administrative Agent, shall be applied, ratably, subject to the provisions of this Agreement (includingAgreement, without limitation, Section 3.3(d)), firstFIRST, to pay any fees, indemnities or expense reimbursements then due to the Administrative AgentAgent from the Borrowers; secondSECOND, to pay any fees or expense reimbursements then due to the Lenders from any of the Borrowers; thirdTHIRD, to pay interest then due in respect of the Term all Loans, including Non-Ratable Loans and Agent Advances; fourthFOURTH, to pay or prepay principal owing on of the Term LoansNon-Ratable Loans and Agent Advances; and fifthFIFTH, pro rata, to pay or prepay any principal of the Revolving Loans (other Obligations owing to the Lenders.than Non-Ratable Loans and Agent Advances) and unpaid reimbursement obligations in respect of Letters