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

Apportionment, Application and Reversal of Payments. 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 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 sole and 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 of specific Advances, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by Agent, shall be applied, first, to pay any fees, or expense reimbursements then due to Agent from Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from Borrower; third, to pay interest due in respect of all Advances (including Foothill Loans and Agent Advances); fourth, to pay or prepay principal of Foothill Loans and Agent Advances; fifth, ratably to pay principal of the Advances (other than Foothill Loans and Agent Advances); and sixth, ratably to pay any other Obligations due to Agent or any Lender by Borrower.

Apportionment, Application and Reversal of Payments. Except as otherwise provided with respect to Defaulting Lenders and except as may otherwise be agreed among the Lenders, aggregate principal Principal and interest payments shall be apportioned ratably among the applicable Lenders (according to the unpaid principal balance of the Advances Term Loans 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 AdvancesTerm Loans, or not constituting payment of specific feesfees or expenses, and and, subject to the terms of the Senior Lenders Intercreditor Agreement, 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 Agent from Borrowerthe Administrative Agent; second, to pay any fees or expense reimbursements then due to the Lenders from Borrowerany of the Borrowers; third, to pay interest then due in respect of all Advances (including Foothill Loans and Agent Advances)the Term Loans; fourth, to pay or prepay principal of Foothill Loans owing on the Term Loans; and Agent Advances; fifth, ratably to pay principal of the Advances (other than Foothill Loans and Agent Advances); and sixth, ratably to pay or prepay any other Obligations due owing to Agent or any Lender by Borrowerthe Lenders.

Apportionment, Application and Reversal of Payments. Except as otherwise provided with respect to Defaulting Lenders and except as may otherwise be agreed among the Lenders, aggregate principal Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Advances Loans held by each Lender and to which such payments relate held by each Lenderrelate) and payments of the fees (other than fees designated for Agent's sole and separate account) shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to the Agent and the Letter of Credit Issuer. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific AdvancesLoans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, firstratably, subject to the provisions of this Agreement, FIRST, to pay any fees, indemnities or expense reimbursements then due to the Agent from Borrowerthe Borrowers; secondSECOND, to pay any fees or expense reimbursements then due to the Lenders from Borrowerthe Borrowers; thirdTHIRD, to pay interest due in respect of all Advances (Loans, including Foothill Non-Ratable Loans and Agent Advances); fourthFOURTH, to pay or prepay principal of Foothill the Non-Ratable Loans and Agent Advances; fifthFIFTH, ratably pro rata, to pay or prepay principal of the Advances Revolving Loans (other than Foothill Non-Ratable Loans and Agent Advances); ) and sixth, ratably to pay any other Obligations due to Agent or any Lender by Borrower.unpaid reimbursement obligations in respect of Letters

Apportionment, Application and Reversal of Payments. Except as otherwise provided with respect to Defaulting Lenders and except as may otherwise be agreed among the Lenders, aggregate principal Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Advances Loans to which such payments relate held by each Lender) ), and payments of the fees, except for fees (other than fees designated for Agent's sole payable solely to Agent and separate account) shall, as applicable, the Letter of Credit Issuer shall be apportioned ratably 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 Agent and all such payments not relating to principal or interest of specific AdvancesLoans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, and all payments received after the occurrence and during the continuance of an Event of Default, shall be applied, ratably, as follows: first, to pay any fees, indemnities or expense reimbursements (excluding any ----- amounts relating to Bank Products) then due to the Agent from BorrowerBorrowers 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 BorrowerBorrowers under this Agreement and any other Loan Document; third, to pay interest due from Borrowers in ----- respect of all Advances (Revolving Loans, including Foothill Non-Ratable Loans and Agent Advances); fourth, to pay or prepay principal of Foothill Loans and Agent Advances; fifth, ratably to pay principal of the Advances (other than Foothill Loans and Agent Advances); and sixth, ratably to pay any other Obligations due to Agent or any Lender by Borrower.;

Apportionment, Application and Reversal of Payments. Except as otherwise provided with respect to Defaulting Lenders and except as may otherwise be agreed among the Lenders, aggregate principal Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Advances Loans to which such payments relate held by each Lender) and payments of the any fees (other than fees designated for Agent's sole and separate account) shallsubject to apportionment under this Agreement, as applicable, shall be apportioned ratably among the Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific AdvancesLoans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements (including any amounts relating to Bank Products) then due to the Agent or the Syndication Agent from the Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; third, to pay interest due in respect of all Advances (Loans, including Foothill Loans and Agent Advances); fourth, to pay or prepay principal of Foothill Loans and the Agent Advances; fifth, ratably to pay or prepay principal of the Advances Loans (other than Foothill Loans and Agent Advances); and sixth, ratably to pay the payment of any other Obligations Obligation due to the Agent, 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. Except as otherwise provided with respect to Defaulting Lenders and except as may otherwise be agreed among the Lenders, aggregate principal Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Advances Term Loan to which such payments relate held by each Lender) and payments payment of the fees (other than fees designated for Agent's sole and separate account) shall, as applicable, be apportioned ratably among the Lenders, except for fees payable solely to Agent. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific Advancesthe Term Loan, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent from Borrowerthe Borrowers; second, to pay any fees fees, indemnities or expense reimbursements then due to the Lenders from Borrowerthe Borrowers; third, to pay interest due in respect of all Advances (including Foothill Loans and Agent Advances)the Term Loan; fourth, to pay or prepay principal of Foothill Loans the Term Loan; and Agent Advances; fifth, ratably to pay principal the payment of any other Obligations. Notwithstanding anything to the 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 Advances (other than Foothill Loans and Agent Advances); and sixth, ratably Interest Period applicable to pay any other Obligations due to Agent or any Lender by Borrower.such

Apportionment, Application and Reversal of Payments. Except as otherwise provided with respect to Defaulting Lenders and except as may otherwise be agreed among the defaulting Lenders, aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Advances Revolving Loans to which such payments relate held by each Lender) and payments of the fees (other than fees designated for the Agent's sole and separate account) shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific AdvancesRevolving Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, first, applied as in the following order: (i) to pay any fees, or expense reimbursements then due to the Agent from the Borrower; second, ; (ii) to pay any fees or expense reimbursements then due to the Lenders from the Borrower; third, ; (iii) to pay interest due in respect of all Advances outstanding Revolving Loans; (including Foothill Loans and Agent Advances); fourth, to pay or prepay principal of Foothill Loans and Agent Advances; fifth, iv) ratably to pay principal of the Advances all outstanding Revolving Loans; (other than Foothill Loans and Agent Advances); and sixth, v) ratably to pay any other Obligations obligations due to the Agent or any Lender by the Borrower.

Apportionment, Application and Reversal of Payments. Except as otherwise provided with respect to Defaulting Lenders and except as may otherwise be agreed among the Lenders, aggregate Aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Advances Loans to which such payments relate held by each 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 Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific AdvancesLoans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement: first, to pay any fees, indemnities or expense reimbursements then due to the Agent from the Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; third, to pay interest due in respect of all Advances (Revolving Loans, including Foothill Bank of America Loans and Agent Advances); fourth, to pay or prepay principal of Foothill the Bank of America Loans and Agent Advances; fifth, ratably to pay or prepay principal of the Advances Revolving Loans (other than Foothill Bank of America Loans and Agent Advances)) and unpaid reimbursement obligations in respect of Letters of Credit; and sixth, ratably to pay the payment of any other Obligations Obligation due to the 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(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. 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 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 sole and 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 of specific Advances, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by Agent, shall be applied, first, to pay any fees, or expense reimbursements then due to Agent from Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from Borrower; third, to pay interest due in respect of all Advances (including Foothill Loans and Agent Advances); fourth, to pay or prepay principal of Foothill Loans and Agent Advances; fifth, ratably to pay principal of the Advances (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 sixthseventh, ratably to pay any other Obligations due to Agent or any Lender by Borrower.

Apportionment, Application and Reversal of Payments. Except as otherwise provided with respect to Defaulting Lenders and except as may otherwise be agreed among the Lenders, aggregate principal Principal --------------------------------------------------- and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Advances Loans to which such payments relate held by each Lender) ), and payments of the fees, except for fees (other than fees designated for Agent's sole payable solely to Agent and separate account) shall, as applicable, the Letter of Credit Issuer shall be apportioned ratably 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 Agent and all such payments not relating to principal or interest of specific AdvancesLoans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, and all payments received after the occurrence and during the continuance of an Event of Default, shall be applied, ratably, as follows: first, to pay any ----- fees, indemnities or expense reimbursements (excluding any amounts relating to Bank Products) then due to the Agent from Borrowers under this Agreement and any other Loan Document; second, to pay any fees, indemnities, or ------ expense reimbursements then due (excluding any amount relating to Agent from Borrower; second, to pay any fees or expense reimbursements Bank Products) then due to the Lenders from BorrowerBorrowers under this Agreement and any other Loan Document; third, to pay interest due from Borrowers in respect of all Advances (----- Revolving Loans, including Foothill Non-Ratable Loans and Agent Advances); fourth, to pay or prepay principal of Foothill Loans and Agent Advances; fifth, ratably to pay principal of the Advances (other than Foothill Loans and Agent Advances); and sixth, ratably to pay any other Obligations due to Agent or any Lender by Borrower.;

Apportionment, Application and Reversal of Payments. Except as otherwise provided with respect to Defaulting Lenders and except as may otherwise be agreed among the Lenders, aggregate Aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Advances Loans to which such payments relate held by each Lender) and payments shall be identified by a Borrower as to Loans requested by a particular Borrower. Payments of the fees (other than fees designated for Agent's sole and separate account) shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific AdvancesLoans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent from Borrowerthe Borrowers; second, to pay any fees or expense reimbursements then due to the Lenders from Borrowerthe Borrowers; third, to pay interest due in respect of all Advances (Loans, including Foothill BABC Loans and Agent Advances); fourth, to pay or prepay principal of Foothill the BABC Loans and Agent Advances; fifth, ratably to pay or prepay principal of the Advances Loans (other than Foothill BABC Loans and Agent Advances); and sixth, ratably to pay the payment of any other Obligations Obligation due to the Agent or any Lender by Borrowerthe Borrowers. The Agent shall promptly distribute to each Lender, pursuant to the applicable wire transfer instructions received from each Lender in writing. 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. 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 Lenders (according to the unpaid principal balance of the Advances Obligations to which such payments relate held by each individual 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 LendersLenders having a Pro Rata Share of the type of credit facility as to which the particular fee is applicable. All payments shall be remitted to Agent and all such payments not relating to principal or interest of specific Advances, Obligations or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by Agent, shall be applied, first, applied as in the following order: (i) to pay any fees, fees or expense reimbursements then due to Agent from Borrower; second, , (ii) to pay any fees or expense reimbursements then due to the Lenders from Borrower; third, , (iii) to pay interest due in respect of all outstanding Advances (including Foothill Swing Loans and Agent Advances); fourth, (iv) to pay fees, charges, commissions, and costs in respect of all outstanding Letters of Credit, (v) [intentionally omitted] (vi) to pay or prepay principal of Foothill Swing Loans and Agent Advances; fifth, ratably Advances (in the order of their maturity), (vii) to pay principal of the all outstanding Advances (other than Foothill Swing Loans and Agent Advances), (viii) [intentionally omitted] (ix) provide cash collateral to be held by Agent, for the ratable benefit of those Lenders having a Pro Rata Share of the Letters of Credit, in an amount equal to 105% of the maximum amount of the Lender Group's obligations under Letters of Credit; and sixth, ratably and (x) to pay any other Obligations due to Agent Agent, or any Lender by Borrower.

Apportionment, Application and Reversal of Payments. (i) Except as otherwise provided with respect to Defaulting Lenders and except as may otherwise be agreed among provided in the Loan Documents (and 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, after giving effect to any letter agreements between Agent and individual Lenders) and payments of the fees and expenses (other than fees designated or expenses that are for Agent's sole and ’s separate account) 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 Default or Event of Default has occurred and is continuing and which relate to the payment of principal or interest of specific Advances, Obligations or not constituting which relate to the payment of specific fees), and all proceeds of Accounts or other Collateral received by Agent, Agent shall be applied, applied as follows: (A) first, to pay any fees, or expense reimbursements Lender Group Expenses then due to Agent from Borrower; under the Loan Documents, until paid in full, (B) second, to pay any fees or expense reimbursements Lender Group Expenses then due to the Lenders from Borrower; thirdunder the Loan Documents, to pay interest due on a ratable basis, until paid in respect of all Advances (including Foothill Loans and Agent Advances); fourth, to pay or prepay principal of Foothill Loans and Agent Advances; fifth, ratably to pay principal of the Advances (other than Foothill Loans and Agent Advances); and sixth, ratably to pay any other Obligations due to Agent or any Lender by Borrower.full,

Apportionment, Application and Reversal of Payments. Except as otherwise provided with respect to Defaulting Lenders and except as may otherwise be agreed among the Lenders, aggregate Aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Advances Loans to which such payments relate held by each 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 Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific AdvancesLoans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent from Borrowerany of the Borrowers; second, to pay any fees or expense reimbursements then due to the Lenders from Borrowerany of the Borrowers; third, to pay interest due in respect of all Advances (Revolving Loans, including Foothill ASB Loans and Agent Advances); fourth, to pay or prepay principal of Foothill the ASB Loans and Agent Advances; fifth, ratably to pay or prepay principal of the Advances Revolving Loans (other than Foothill ASB Loans and Agent Advances)) and unpaid reimbursement obligations in respect of Letters of Credit; and sixth, ratably to pay the payment of any other Obligations due to the Agent or any Lender by Borrowerany of the Borrowers. 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. Except as otherwise provided with respect to Defaulting Lenders and except as may otherwise be agreed among the Lenders, aggregate principal Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Advances Loans to which such payments relate held by each 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 Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific AdvancesLoans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities or expense reimbursements then due to the Agent from the Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; third, to pay interest due in respect of all Advances (Revolving Loans, including Foothill Non-Ratable Loans and Agent Protective Advances); fourth, to pay or prepay principal of Foothill the Non-Ratable Loans and Agent Protective Advances; fifth, ratably to pay or prepay principal of the Advances Revolving Loans (other than Foothill Non-Ratable Loans and Agent Protective Advances); ) and sixth, ratably to pay the payment of any other Obligations Obligation including any amounts relating to Bank Products due to the Agent or any Lender or any of their Affiliates by Borrower.the

Apportionment, Application and Reversal of Payments. (i) Except as otherwise provided with respect to Defaulting Lenders and except as may otherwise be agreed among provided in the Loan Documents (including 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 sole and ’s separate account, after giving effect to any 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 Default or Event of Default has occurred and is continuing and which relate to the payment of principal or interest of specific Advances, Obligations or not constituting which relate to the payment of specific fees), and all proceeds of Accounts or other Collateral received by Agent, shall be applied, applied as follows: A. first, to pay any fees, or expense reimbursements Lender Group Expenses then due to Agent from Borrower; under the Loan Documents, until paid in full, B. second, to pay any fees or expense reimbursements Lender Group Expenses then due to the Lenders from Borrower; under the Loan Documents, on a ratable basis, until paid in full, C. third, to pay interest due in respect of all Advances (including Foothill Loans and Agent Advances); fourth, to pay or prepay principal of Foothill Loans and Agent Advances; fifth, ratably to pay principal of the Advances (other than Foothill Loans and Agent Advances); and sixth, ratably to pay any other Obligations fees then due to Agent or any Lender by Borrower.under the Loan Documents until paid in full,

Apportionment, Application and Reversal of Payments. Except as otherwise provided with respect to Defaulting Lenders and except as may otherwise be agreed among the Lenders, aggregate principal Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Advances Loans to which such payments relate held by each 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 Lenders, except for fees payable solely to Agent and the Letter of Credit Issuer and except as provided in SECTION 11.1(B). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific AdvancesLoans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement, first, to pay any fees, indemnities, or expense reimbursements then due to the Agent from the Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; third, to pay interest due in respect of all Advances (Loans, including Foothill Non-Ratable Loans and Agent Advances); fourth, to pay or prepay principal of Foothill the Non-Ratable Loans and Agent Advances; fifth, ratably to pay or prepay principal of the Advances Revolving Loans (other than Foothill 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 sixthseventh, ratably to pay the payment of any other Obligations due to Agent or any Lender by Borrower.including any

Apportionment, Application and Reversal of Payments. Except as otherwise provided with respect to Defaulting Lenders and except as may otherwise be agreed among the Lenders, aggregate principal Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Advances Loans held by each Lender and to which such payments relate held by each Lenderrelate) and payments of the fees (other than fees designated for Agent's sole and separate account) shall, as applicable, be apportioned ratably among the Lenders, except for fees and other Obligations payable solely to the Agent and except as provided in Section 11.1(b). All payments shall be remitted to Agent and all such payments not relating to principal or interest of specific Advances, or not constituting payment of specific feesmade hereunder, and all proceeds of Accounts or other Collateral received by Agenthereunder, shall be appliedapplied subject to the provisions of this Agreement and the Intercreditor Agreement and remitted to Agent. After an Event of Default, notwithstanding any other provision in the Loan Documents, but subject to the Intercreditor Agreement, all payments and proceeds shall be applied in the following order: first, to pay any fees, indemnities or expense reimbursements and any other Obligations then due to any Agent or any other Agent-Related Person from Borrowerany Loan Party; second, to pay pay, ratably, any fees or expense reimbursements then due to the Lenders from Borrowerthe Borrowers; third, to pay pay, ratably, interest then due in respect of all Advances (including Foothill Loans and Agent Advances)on the Term Loan; fourth, to pay or prepay principal of Foothill Loans and Agent Advancesthe Term Loan; fifth, ratably to pay principal the payment of the Advances (other than Foothill Loans and Agent Advances); and sixth, ratably to pay any other Obligations Obligation due to the Agent or any Lender by Borrowerthe Borrowers; and sixth, subject to the Intercreditor Agreement, upon request by the Borrowers, to the Borrowers. The Agent 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 in accordance with this Agreement.

Apportionment, Application and Reversal of Payments. Except as otherwise provided with respect to Defaulting Lenders and except as may otherwise be agreed among the defaulting Lenders, aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Advances Revolving Loans to which such payments relate held by each Lender) and payments of the fees (other than fees designated for the Agent's sole and separate account) shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific AdvancesRevolving Loans or Swing Line Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, first, applied as in the following order: (i) to pay any fees, or expense reimbursements then due to the Agent from the Borrower; second, ; (ii) to pay any fees or expense reimbursements then due to the Lenders from the Borrower; third, ; (iii) ratably to pay interest due in respect of all Advances (including Foothill outstanding Revolving Loans and Agent Advances); fourth, to pay or prepay principal of Foothill Loans and Agent Advances; fifth, Swing Line Loans; (iv) ratably to pay principal of the Advances (other than Foothill all outstanding Revolving Loans and Agent Advances); and sixth, Swing Line Loans; (v) ratably to pay any other Obligations obligations due to the Agent or any Lender by the Borrower.

Apportionment, Application and Reversal of Payments. Except as otherwise provided with respect to Defaulting Lenders and except as may otherwise be agreed among the Lenders, aggregate principal Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Advances Loans held by each Lender and to which such payments relate held by each Lenderrelate) and payments of the fees (other than fees designated for Agent's sole and separate account) shall, as applicable, be apportioned ratably among the Lenders, except for fees and other Obligations payable solely to the Agent and except as provided in Section 11.1(b). All payments shall be remitted to Agent and all such payments not relating to principal or interest of specific Advances, or not constituting payment of specific feesmade hereunder, and all proceeds of Accounts or other Collateral received by Agenthereunder, shall be appliedapplied subject to the provisions of this Agreement and the Intercreditor Agreement and remitted to Agent. After an Event of Default, notwithstanding any other provision in the Loan Documents, but subject to the Intercreditor Agreement, all payments and proceeds shall be applied in the following order: first, to pay any fees, indemnities or expense reimbursements and any other Obligations then due to any Agent or any other Agent-Related Person from Borrowerany Loan Party; second, to pay pay, ratably, any fees or expense reimbursements then due to the Lenders from Borrowerthe Borrowers; third, to pay pay, ratably, interest then due in respect of all Advances (including Foothill Loans and Agent Advances)on the Term Loans; fourth, to pay or prepay principal of Foothill Loans and Agent Advancesthe Term Loans; fifth, ratably to pay principal the payment of the Advances (other than Foothill Loans and Agent Advances); and sixth, ratably to pay any other Obligations Obligation due to the Agent or any Lender by Borrowerthe Borrowers; and sixth, subject to the Intercreditor Agreement, upon request by the Borrowers, to the Borrowers. The Agent 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 in accordance with this Agreement.

Apportionment, Application and Reversal of Payments. Except as otherwise provided with respect to Defaulting Lenders and except as may otherwise be agreed among the Lenders, aggregate principal Principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Advances Loans to which such payments relate held by each 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 Lenders, except for fees payable solely to Agent and the Letter of Credit Issuer and except as provided in Section11.1(b). All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific AdvancesLoans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, ratably, subject to the provisions of this Agreement as follows: first, to pay any fees, or expense reimbursements then due to Agent from Borrower; second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower; thirdsecond, to pay interest due in respect of all Advances (Loans, including Foothill Loans and Agent Advances); third, to pay or prepay principal of the Agent Advances; fourth, to pay or prepay principal of Foothill the Revolving Loans and (other than Agent Advances) and unpaid reimbursement obligations in respect of Letters of Credit; fifth, ratably to pay principal an amount to the Agent equal to all outstanding Letter of the Advances (other than Foothill Loans and Agent Advances)Credit Obligations to be held as cash collateral for such Obligations; and sixth, ratably to pay the payment of any other Obligations Obligation due to the Agent 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. Except as otherwise provided with respect to Defaulting Lenders and except as may otherwise be agreed among the defaulting Lenders, aggregate principal and interest payments shall be apportioned ratably among the Lenders (according to the unpaid principal balance of the Advances Revolving Loans to which such payments relate held by each Lender) and payments of the fees (other than fees designated for the Agent's sole and separate account) shall, as applicable, be apportioned ratably among the Lenders. All payments shall be remitted to the Agent and all such payments not relating to principal or interest of specific AdvancesRevolving Loans, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by the Agent, shall be applied, first, applied as in the following order: (i) to pay any fees, or expense reimbursements then due to the Agent from the Borrower; second, ; (ii) to pay any fees or expense reimbursements then due to the Lenders from the Borrower; third, ; (iii) ratably to pay interest due in respect of all Advances outstanding Revolving Loans; (including Foothill Loans and Agent Advances); fourth, to pay or prepay principal of Foothill Loans and Agent Advances; fifth, iv) ratably to pay principal of the Advances all outstanding Revolving Loans; (other than Foothill Loans and Agent Advances); and sixth, v) ratably to pay any Obligations due to any Lender by Borrower under any Hedging Agreement. (vi) ratably to pay any other Obligations due to the Agent or any Lender by the Borrower.

Apportionment, Application and Reversal of Payments. 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 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 sole and 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 of specific Advances, or not constituting payment of specific fees, and all proceeds of Accounts or other Collateral received by Agent, shall be applied, first, to pay ----- any fees, or expense reimbursements then due to Agent from Borrower; second, to ------ pay any fees or expense reimbursements then due to the Lenders from Borrower; third, to pay interest due in respect of all Advances (including Foothill Loans ----- and Agent Advances); fourth, to pay or prepay principal of Foothill Loans and ------ Agent Advances; fifth, ratably to pay principal of the Advances (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 sixthseventh, ratably to pay any other Obligations due to Agent or any Lender by Borrower.