Common use of Apportionment and Application Clause in Contracts

Apportionment and Application. (i) Subject to Section 2.4(b)(iii), Section 2.4(c)(ii), and Section 2.4(d), all payments to be made hereunder by Borrowers shall be remitted to Lender and all such payments, and all proceeds of Collateral received by Lender, shall be applied, so long as no Application Event has occurred and is continuing, to reduce the balance of the Revolving Loans outstanding and, thereafter, to Borrowers (to be wired to the Designated Account) or such other Person entitled thereto under applicable law. (ii) 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 has occurred and is continuing, Section 2.4(b)(ii) shall not apply to any payment made by Borrowers to Lender and specified by 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. (iv) In the event of a direct conflict between the priority provisions of this Section 2.4 and any other provision contained in this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be in concert with each other.

Apportionment and Application. (ia) Subject to Section 2.4(b)(iii)Except as otherwise provided in the Loan Documents, Section 2.4(c)(ii), aggregate principal and Section 2.4(d), all interest payments to be made hereunder by Borrowers shall be remitted apportioned ratably among the Holders (according to Lender and all 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 LenderAgent, shall be applied, so long applied as no Application Event has occurred and is continuingfollows: (i) first, to reduce 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 balance Loan Documents, until paid in full, (ii) second, to pay interest due in respect of the Revolving Loans outstanding and, thereafterNotes until paid in full, (iii) third, to Borrowers (to be wired pay all principal amounts then due and payable with respect to the Designated AccountNotes until paid in full, (iv) fourth, to the Company or such other Person entitled thereto under applicable law. (ii) 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. (iiib) In each instance, so long as no Application Event of Default has occurred and is continuing, this Section 2.4(b)(ii) 2.6 shall not apply to any payment made by Borrowers the Company to Lender Holders or Agent and specified by Borrowers 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. (ivc) In the event of a direct conflict between the priority provisions of this Section 2.4 2 and any similar other provision provisions 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.