Common use of Apportionment of Payments Clause in Contracts

Apportionment of Payments. Except as otherwise provided in subsection 2.12, aggregate principal and interest payments in respect of Revolving Loans shall be apportioned among all outstanding Revolving Loans to which such payments relate, in each case proportionately to the Revolving Lenders’ respective Pro Rata Shares; provided, that all payments in respect of Revolving Loans shall first be applied in the following priority to repay any amounts owing to (i) first, Swing Line Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b) or (B) purchase a risk participation in an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c), and (ii) second, Issuing Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Loans remaining after the application of the foregoing proviso shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing proviso attributable to such Defaulting Lender. Except as otherwise provided in subsection 2.12 , Administrative Agent shall promptly distribute to each Revolving Lender, at the account specified in the payment instructions delivered to Administrative Agent by such Lender, its Pro Rata Share of all such payments received by Administrative Agent and the commitment fees and letter of credit fees of such Lender, if any, when received by Administrative Agent pursuant to subsections 2.3 and 3.2. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafter.

Apportionment of Payments. Except as otherwise provided in subsection 2.12, aggregate Aggregate principal and interest payments (including prepayments) in respect of Term Loans and Revolving Loans shall be apportioned among all outstanding Revolving Loans to which such payments relate, in each case proportionately to the Revolving Lenders’ respective Pro Rata Shares; provided, provided that all payments in respect of Revolving Loans shall first be applied in the following priority to repay any amounts owing to (i) first, Swing Line Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b) or (B) purchase a risk participation in an assignment of an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c), and (ii) second, Issuing Lender Lenders due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Loans remaining after the application of the foregoing proviso shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing proviso attributable to such Defaulting Lender. Except as otherwise provided in subsection 2.12 , 3.3C. Administrative Agent shall promptly distribute to each Revolving Lender, at the account specified in the payment instructions delivered to Administrative Agent by such Lender, its Pro Rata Share of all such payments received by Administrative Agent and the commitment fees and letter of credit fees of such Lender, if any, when received by Administrative Agent pursuant to subsections 2.3 and 3.2. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafter3.

Apportionment of Payments. Except as otherwise provided in subsection 2.12, aggregate Aggregate principal and interest payments in respect of Term Loans and Revolving Loans shall be apportioned among all outstanding Revolving Loans to which such payments relate, in each case proportionately to the Revolving Lenders’ respective Pro Rata Shares; provided, that all payments in respect of Revolving Loans shall first be applied in the following priority to repay any amounts owing to (i) first, Swing Line Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b) or (B) purchase a risk participation in an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c), and (ii) second, Issuing Lender Lenders due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Loans remaining after the application of the foregoing proviso shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing forgoing proviso attributable to such Defaulting Lender. Except as otherwise provided in subsection 2.12 , Administrative Agent shall promptly distribute to each Revolving Lender, at the account specified in the payment instructions delivered to Administrative Agent by such Lender, its Pro Rata Share of all such payments received by Administrative Agent and the commitment fees and letter of credit fees of such Lender, if any, when received by Administrative Agent pursuant to subsections 2.3 and 3.2. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafter.account

Apportionment of Payments. Except as otherwise provided in subsection 2.12, aggregate Aggregate principal and interest payments (including prepayments) in respect of Term Loans and Revolving Loans shall be apportioned among all outstanding Revolving Loans to which such payments relate, in each case proportionately to the Revolving Lenders’ respective Pro Rata Shares; provided, provided that all payments in respect of Revolving Loans shall first be applied in the following priority to repay any amounts owing to (i) first, Swing Line Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b) or (B) purchase a risk participation in an assignment of an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c), and (ii) second, Issuing Lender Lenders due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Loans remaining after the application of the foregoing proviso shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing proviso attributable to such Defaulting Lender. Except as otherwise provided in subsection 2.12 , 3.3C. Administrative Agent shall promptly distribute to each Revolving Lender, at the account specified in the payment instructions delivered to Administrative Agent by such Lender, its Pro Rata Share of all such payments received by Administrative Agent and the commitment fees and letter Letter of credit Credit fees of such Lender, if any, when received by Administrative Agent pursuant to subsections 2.3 and 3.2. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafter3.

Apportionment of Payments. Except as otherwise provided in subsection 2.12, aggregate Aggregate principal and interest payments in respect of the Term Loans and Revolving Loans shall be apportioned among all outstanding Revolving Loans to which such payments relate, in each case proportionately to the Revolving Lenders’ respective Pro Rata Shares; provided, provided that all payments in respect of Revolving Loans shall first be applied in the following priority to repay any amounts amount owing to (ia) first, Swing Line Lenders proportionately to the aggregate outstanding principal amount of the Swing Line Loans of each Swing Line Lender due to the failure of any Revolving Lender to (A1) fund a Revolving Loan for the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b2.1A(iv)(b) or (B2) purchase a risk participation in an assignment of an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c2.1A(iv)(c), and (iib) second, Issuing Lender due to the failure of any Revolving Lender to (A1) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Revolving Letter of Credit pursuant to subsection 3.3B or (B2) fund a participation in any such unreimbursed Revolving Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Loans remaining after the application of the foregoing proviso shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing proviso attributable to such Defaulting Lender. Except as otherwise provided in subsection 2.12 , 3.3C. Administrative Agent shall promptly distribute to each Revolving Lender, at the account specified in the payment instructions delivered to Administrative Agent by such Lender, its Pro Rata Share of all such payments received by Administrative Agent and the commitment fees and letter of credit fees of such Lender, if any, when received by Administrative Agent pursuant to subsections 2.3 and 3.2. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafter3.

Apportionment of Payments. Except as otherwise provided in subsection 2.12, aggregate Aggregate principal and interest ------------------------- payments in respect of Term Loans and Revolving Loans shall be apportioned among all outstanding Revolving Loans to which such payments relate, in each case proportionately to the Revolving Lenders’ ' respective Pro Rata Shares; provided, provided that all (i) payments of principal in respect of the Revolving Loans pursuant to subsection 2.4B(iii)(i) shall be applied to reduce the outstanding Revolving Loans of Daily Funding Lender (subject to settlement pursuant to subsection 2.1D) prior to application to the outstanding Revolving Loans of any other Lender and (ii) payments of interest in respect of Revolving Loans which are Base Rate Loans shall first be applied apportioned ratably among Lenders in the following priority to repay any amounts owing to (i) first, Swing Line Lender due proportion to the failure average daily amount of any Revolving such Base Rate Loans of each Lender to (A) fund a Revolving Loan for outstanding during the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b) or (B) purchase a risk participation period in an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c), and (ii) second, Issuing Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any which such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Loans remaining after the application of the foregoing proviso interest shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing proviso attributable to such Defaulting Lenderhave accrued. Except as otherwise provided in subsection 2.12 , Administrative Agent shall promptly distribute to each Revolving Lender, at its primary address set forth below its name on the account specified in the payment instructions delivered to Administrative Agent by appropriate signature page hereof or at such Lenderother address as such Lender may request, its Pro Rata Share of all such payments received by Administrative Agent and the commitment fees and letter of credit fees of such Lender, if any, when received by Administrative Agent pursuant to subsections 2.3 and 3.2subsection 2.3. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafter.

Apportionment of Payments. Except as otherwise provided in subsection 2.12, aggregate principal and interest payments in respect of Revolving Loans shall be apportioned among all outstanding Revolving Loans to which such payments relate, in each case proportionately to the Revolving Lenders’ respective Pro Rata Shares; provided, that all payments in respect of Revolving Loans shall first be applied in the following priority to repay any amounts owing to (i) first, Swing Line Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b) or (B) purchase a risk participation in an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c), and (ii) second, Issuing Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Loans remaining after the application of the foregoing proviso shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing proviso attributable to such Defaulting Lender. Except as otherwise provided in subsection 2.12 , Administrative Agent shall promptly distribute to each Revolving Lender, at the account specified in the payment instructions delivered to Administrative Agent by such Lender, its Pro Rata Share of all such payments received by Administrative Agent and the commitment fees and letter of credit fees of such Lender, if any, when received by Administrative Agent pursuant to subsections 2.3 and 3.2. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafter3.

Apportionment of Payments. Except as otherwise provided in subsection 2.12, aggregate Aggregate principal and ------------------------- interest payments in respect of Term Loans and Revolving Loans shall be apportioned among all outstanding Revolving Loans to which such payments relate, in each case proportionately to the Revolving Lenders’ ' respective Pro Rata SharesShares of such Loans; provided, provided that all (i) payments of principal in respect of the Revolving -------- Loans pursuant to subsection 2.4B(iii)(h) shall be applied to reduce the outstanding Revolving Loans of Daily Funding Lender (subject to settlement pursuant to subsection 2.1D) prior to application to the outstanding Revolving Loans of any other Lender and (ii) payments of interest in respect of Revolving Loans which are Base Rate Loans shall first be applied apportioned ratably among Lenders in the following priority to repay any amounts owing to (i) first, Swing Line Lender due proportion to the failure average daily amount of any Revolving such Base Rate Loans of each Lender to (A) fund a Revolving Loan for outstanding during the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b) or (B) purchase a risk participation period in an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c), and (ii) second, Issuing Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any which such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Loans remaining after the application of the foregoing proviso interest shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing proviso attributable to such Defaulting Lenderhave accrued. Except as otherwise provided in subsection 2.12 , Administrative Agent shall promptly distribute to each Revolving Lender, at its primary address set forth below its name on the account specified in the payment instructions delivered to Administrative Agent by appropriate signature page hereof or at such Lenderother address as such Lender may request, its Pro Rata Share of all such payments received by Administrative Agent in respect of Loans and the commitment fees and letter of credit fees of such Lender, if any, Lender when received by Administrative Agent pursuant to subsections 2.3 and 3.2subsection 2.3. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafter.

Apportionment of Payments. Except as otherwise provided in subsection 2.12, aggregate Aggregate principal and interest payments in respect of Term Loans and Revolving Loans shall be apportioned among all outstanding Revolving Loans to which such payments relate, in each case proportionately to the Revolving Lenders’ respective Pro Rata Shares; provided, that all payments in respect of Revolving Loans shall first be applied in the following priority to repay any amounts owing to (i) first, Swing Line Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b) or (B) purchase a risk participation in an assignment of an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c0.xX(iii)(c), and (ii) second, Issuing Lender Lenders due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Loans remaining after the application of the foregoing proviso shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing proviso attributable to such Defaulting Lender. Except as otherwise provided in subsection 2.12 , 3.3C. Administrative Agent shall promptly distribute to each Revolving Lender, at the account specified in the payment instructions delivered to Administrative Agent by such Lender, its Pro Rata Share of all such payments received by Administrative Agent and the commitment fees and letter of credit fees of such Lender, if any, when received by Administrative Agent pursuant to subsections 2.3 and 3.2. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafter.to

Apportionment of Payments. Except as otherwise provided in subsection 2.12, aggregate Aggregate principal and interest ------------------------- payments in respect of Term Loans and Revolving Loans shall be apportioned among all outstanding Revolving Loans to which such payments relate, in each case proportionately to the Revolving such Lenders’ ' respective Pro Rata SharesShares of such Loans; providedprovided that (i) payments of principal in respect of the Revolving Loans -------- pursuant to subsection 2.4B(iii)(h) shall be applied to reduce the outstanding Revolving Loans of the applicable Funding Lender (subject to settlement pursuant to subsection 2.1D) prior to application to the outstanding Revolving Loans of any other Lender, that all and (ii) payments of interest in respect of Revolving Loans which are Base Rate Loans shall first be applied apportioned ratably among applicable Lenders in the following priority to repay any amounts owing to (i) first, Swing Line Lender due proportion to the failure Base Rate Loans of any Revolving each applicable Lender to (A) fund a Revolving Loan for outstanding during the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b) or (B) purchase a risk participation period in an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c), and (ii) second, Issuing Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any which such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Loans remaining after the application of the foregoing proviso interest shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing proviso attributable to such Defaulting Lenderhave accrued. Except as otherwise provided in subsection 2.12 , Administrative Each Agent shall promptly distribute to each Revolving the applicable Lender, at its primary address set forth below its name on the account specified in the payment instructions delivered to Administrative Agent by appropriate signature page hereof or at such Lenderother address as such Lender may request, its Pro Rata Share of all such payments received by Administrative Agent and the commitment fees and letter of credit fees of such Lender, if any, Lender when received by Administrative Agent pursuant to subsections 2.3 and 3.2subsection 2.3. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafter.

Apportionment of Payments. Except as otherwise provided in subsection 2.12, aggregate Aggregate principal and interest payments in respect of Term Loans and Revolving Loans shall be apportioned among all outstanding Revolving Loans to which such payments relate, in each case proportionately to the Revolving such Lenders’ ' respective Pro Rata SharesShares of such Loans; providedPROVIDED that (i) payments of principal in respect of the Revolving Loans pursuant to subsection 2.4B(iii)(h) shall be applied to reduce the outstanding Revolving Loans of the applicable Funding Lender (subject to settlement pursuant to subsection 2.1D) prior to application to the outstanding Revolving Loans of any other Lender, that all and (ii) payments of interest in respect of Revolving Loans which are Base Rate Loans shall first be applied apportioned ratably among applicable Lenders in the following priority to repay any amounts owing to (i) first, Swing Line Lender due proportion to the failure Base Rate Loans of any Revolving each applicable Lender to (A) fund a Revolving Loan for outstanding during the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b) or (B) purchase a risk participation period in an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c), and (ii) second, Issuing Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any which such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Loans remaining after the application of the foregoing proviso interest shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing proviso attributable to such Defaulting Lenderhave accrued. Except as otherwise provided in subsection 2.12 , Administrative Each Agent shall promptly distribute to each Revolving the applicable Lender, at its primary address set forth below its name on the account specified in the payment instructions delivered to Administrative Agent by appropriate signature page hereof or at such Lenderother address as such Lender may request, its Pro Rata Share of all such payments received by Administrative Agent and the commitment fees and letter of credit fees of such Lender, if any, Lender when received by Administrative Agent pursuant to subsections 2.3 and 3.2subsection 2.3. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafter.

Apportionment of Payments. Except as otherwise provided in subsection 2.12, aggregate Aggregate principal and ------------------------- interest payments in respect of Term Loans and Revolving Loans shall be apportioned among all outstanding Revolving Loans to which such payments relate, in each case proportionately to the Revolving Lenders’ ' respective Pro Rata SharesShares of such Loans; provided, provided that all (i) payments of principal in -------- respect of the Revolving Loans pursuant to subsection 2.4B(iii)(i) shall be applied to reduce the outstanding Revolving Loans of Daily Funding Lender (subject to settlement pursuant to subsection 2.1D) prior to application to the outstanding Revolving Loans of any other Lender and (ii) payments of interest in respect of Revolving Loans which are Base Rate Loans shall first be applied apportioned ratably among Lenders in the following priority to repay any amounts owing to (i) first, Swing Line Lender due proportion to the failure average daily amount of any Revolving such Base Rate Loans of each Lender to (A) fund a Revolving Loan for outstanding during the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b) or (B) purchase a risk participation period in an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c), and (ii) second, Issuing Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any which such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Loans remaining after the application of the foregoing proviso interest shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing proviso attributable to such Defaulting Lenderhave accrued. Except as otherwise provided in subsection 2.12 , Administrative Agent shall promptly distribute to each Revolving Lender, at its primary address set forth below its name on the account specified in the payment instructions delivered to Administrative Agent by appropriate signature page hereof or at such Lenderother address as such Lender may request, its Pro Rata Share of all such payments received by Administrative Agent in respect of Loans and the commitment fees and letter of credit fees of such Lender, if any, Lender when received by Administrative Agent pursuant to subsections 2.3 and 3.2subsection 2.3. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafter.

Apportionment of Payments. Except as otherwise provided in subsection 2.12, aggregate principal and interest payments in respect of Revolving Loans shall be apportioned among all outstanding Revolving Loans to which such payments relate, in each case proportionately to the Revolving Lenders’ respective Pro Rata Shares; provided, that all payments in respect of Revolving Loans shall first be applied in the following priority to repay any amounts owing to (i) first, Swing Line Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b) or (B) purchase a risk participation in an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c), and (ii) second, Issuing Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Loans remaining after the application of the foregoing proviso shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing proviso attributable to such Defaulting Lender. Except as otherwise provided in subsection 2.12 , Administrative Agent shall promptly distribute to each Revolving Lender, at the account specified in the payment instructions delivered to Administrative Agent by such Lender, its Pro Rata Share of all such payments received by Administrative Agent and the commitment fees and letter of credit fees of such Lender, if any, when received by Administrative Agent pursuant to subsections 2.3 and 3.2. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafter.Defaulting

Apportionment of Payments. Except as otherwise provided in subsection 2.12, aggregate Aggregate principal and interest payments in respect of the Term Loans and Revolving Loans shall be apportioned among all outstanding Revolving Loans to which such payments relate, in each case proportionately to the Revolving Lenders’ respective Pro Rata Shares; provided, provided that all payments in respect of Revolving Loans shall first be applied in the following priority to repay any amounts amount owing to (ia) first, Swing Line Lender due to the failure of any Revolving Lender to (A1) fund a Revolving Loan for the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b) or (B2) purchase a risk participation in an assignment of an unpaid Swing Line Loan Lon pursuant to subsection 2.1A(iii)(c), and (iib) second, Issuing Lender due to the failure of any Revolving Lender to (A1) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B2) fund a participation in any such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Loans remaining after the application of the foregoing proviso shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing proviso attributable to such Defaulting Lender. Except as otherwise provided in subsection 2.12 , 3.3C. Administrative Agent shall promptly distribute to each Revolving Lender, at the account specified in the payment instructions delivered to Administrative Agent by such Lender, its Pro Rata Share of all such payments received by Administrative Agent and the commitment fees and letter of credit fees of such Lender, if any, when received by Administrative Agent pursuant to subsections 2.3 and 3.2. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafter3.

Apportionment of Payments. Except as otherwise provided in subsection 2.12, aggregate Aggregate principal and interest payments in ------------------------- respect of Term Loans and Revolving Loans shall be apportioned among all outstanding Revolving Loans to which such payments relate, in each case proportionately to the Revolving Lenders’ ' respective Pro Rata SharesShares of such Loans; provided, provided that all (i) payments of principal in respect of the Revolving Loans -------- pursuant to subsection 2.4B(iii)(h) shall be applied to reduce the outstanding Revolving Loans of Daily Funding Lender (subject to settlement pursuant to subsection 2.1D) prior to application to the outstanding Revolving Loans of any other Lender and (ii) payments of interest in respect of Revolving Loans which are Base Rate Loans shall first be applied apportioned ratably among Lenders in the following priority to repay any amounts owing to (i) first, Swing Line Lender due proportion to the failure average daily amount of any Revolving such Base Rate Loans of each Lender to (A) fund a Revolving Loan for outstanding during the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b) or (B) purchase a risk participation period in an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c), and (ii) second, Issuing Lender due to the failure of any Revolving Lender to (A) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Letter of Credit pursuant to subsection 3.3B or (B) fund a participation in any which such unreimbursed Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Loans remaining after the application of the foregoing proviso interest shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing proviso attributable to such Defaulting Lenderhave accrued. Except as otherwise provided in subsection 2.12 , Administrative Agent shall promptly distribute to each Revolving Lender, at its primary address set forth below its name on the account specified in the payment instructions delivered to Administrative Agent by appropriate signature page hereof or at such Lenderother address as such Lender may request, its Pro Rata Share of all such payments received by Administrative Agent in respect of Loans and the commitment fees and letter of credit fees of such Lender, if any, Lender when received by Administrative Agent pursuant to subsections 2.3 and 3.2subsection 2.3. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafter.

Apportionment of Payments. Except as otherwise provided in subsection 2.12, aggregate Aggregate principal and interest payments in respect of the Term Loans and Revolving Loans shall be apportioned among all outstanding Revolving Loans to which such payments relate, in each case proportionately to the Revolving Lenders’ respective Pro Rata Shares; provided, provided that all payments in respect of Revolving Loans shall first be applied in the following priority to repay any amounts amount owing to (ia) first, Swing Line Lenders proportionately to the aggregate outstanding principal amount of the Swing Line Loans of each Swing Line Lender due to the failure of any Revolving Lender to (A1) fund a Revolving Loan for the purpose of repaying any Refunded Swing Line Loan pursuant to subsection 2.1A(iii)(b2.1A(iv)(b) or (B2) purchase a risk participation in an assignment of an unpaid Swing Line Loan pursuant to subsection 2.1A(iii)(c2.1A(iv)(c), and (iib) second, Issuing Lender due to the failure of any Revolving Lender to (A1) fund a Revolving Loan for the purpose of repaying any unreimbursed amounts of a drawing under a Revolving Letter of Credit pursuant to subsection 3.3B or (B2) fund a participation in any such unreimbursed Revolving Letter of Credit drawing pursuant to subsection 3.3C; provided further that any payments on the Revolving Loans remaining after the application of the foregoing proviso shall be allocated to each Revolving Lender, excluding Defaulting Lenders, in an amount equal to each such Revolving Lender’s Pro Rata Share of the aggregate payments on the Revolving Loans prior to the application of the foregoing proviso and each Defaulting Lender shall be entitled to receive its Pro Rata Share of any such payments less the amount applied in accordance with the foregoing proviso attributable to such Defaulting Lender. Except as otherwise provided in subsection 2.12 , 3.3C. Administrative Agent shall promptly distribute to each Revolving Lender, at the account specified in the payment instructions delivered to Administrative Agent by such Lender, its Pro Rata Share of all such payments received by Administrative Agent and the commitment fees and letter of credit fees of such Lender, if any, when received by Administrative Agent pursuant to subsections 2.3 and 3.2. Notwithstanding the foregoing provisions of this subsection 2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurocurrency Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning interest payments received thereafter.