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

Apportionment, Application and Reversal of Payments. Except as otherwise expressly provided herein, principal and interest payments shall be apportioned ratably among the Lenders to which such payment is owed (according to the unpaid principal balance of the Term Loans to which such payments owed are held by each such Lender) and payments of the fees shall, as applicable, be apportioned ratably (or other applicable share as provided herein) among the Lenders to which such payment is owed, except for fees payable solely to the Agent or any Arranger. Whenever any payment received by the Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Agent and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Agent and applied by the Agent and the Lenders in the order of priority set forth in Section 10.3. If the Agent receives funds for application to the Obligations of the Obligors under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such ▇▇▇▇▇▇’s Pro Rata Share of the outstanding Term Loans at such time, in repayment or prepayment of such of the outstanding Term Loans or other Obligations then owing to such Lender. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any SOFR Rate Loan, except (a) on the expiration date of the Interest Period applicable to any such SOFR Rate Loan or

Apportionment, Application and Reversal of Payments. Except as otherwise expressly provided herein, principal and interest payments shall be apportioned ratably among the Lenders to which such payment is owed (according to the unpaid principal balance of the Term Loans to which such payments owed are held by each such Lender) and payments of the fees shall, as applicable, be apportioned ratably (or other applicable share as provided herein) among the Lenders to which such payment is owed, except for fees payable solely to the Agent Agent, any Co-Manager or any Arranger. Whenever any payment received by the Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Agent and the Lenders under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Agent and applied by the Agent and the Lenders in the order of priority set forth in Section 10.3. If the Agent receives funds for application to the Obligations of the Obligors under or in respect of the Loan Documents under circumstances for which the Loan Documents do not specify the manner in which such funds are to be applied, the Agent may, but shall not be obligated to, elect to distribute such funds to each of the Lenders in accordance with such ▇▇▇▇▇▇’s Pro Rata Share of the outstanding Term Loans at such time, in repayment or prepayment of such of the outstanding Term Loans or other Obligations then owing to such Lender. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any SOFR Rate LIBOR Loan, except (a) on the expiration date of the Interest Period applicable to any such SOFR LIBOR Loan or (b) in the event, and only to the extent, that there are no outstanding Base Rate Loan orLoans and, in such event, the Borrower shall pay LIBOR breakage losses in accordance with Section 5.4.

Apportionment, Application and Reversal of Payments. Except as otherwise expressly provided herein, principal Principal and interest payments shall be apportioned ratably among the Lenders to which such payment is owed (according to the unpaid principal balance of the Term Loans to which such payments owed are relate held by each such Lender) ). Prior to the occurrence of an Event of Default, all proceeds of Collateral shall be applied by Administrative Agent against the outstanding Obligations as otherwise provided in this Agreement. Anything contained herein or in any other Loan Document to the contrary notwithstanding, all payments and payments collections received in respect of the fees shallObligations and all proceeds of the Collateral received, as applicablein each instance, be apportioned ratably (or other applicable share as provided herein) among the Lenders to which such payment is owed, except for fees payable solely to the by Administrative Agent or any Arranger. Whenever Lender after the occurrence and during the continuance of an Event of Default and the resultant declaration that all Obligations are immediately due and payable shall be remitted to Administrative Agent and distributed as follows: (i) first, to the payment of any payment received outstanding costs and expenses incurred by any Agent in monitoring, verifying, protecting, preserving or enforcing the Agent Liens on the Collateral, and in protecting, preserving or enforcing rights under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due Documents, and payable by Borrowers under this Agreement, including, without limitation, under Sections 3.7, 3.9 and 13.2 hereof (such funds to be retained by the applicable Agent for its own account unless it has previously been reimbursed for such costs and expenses by Lenders, in which event such amounts shall be remitted to Lenders to reimburse them for payments theretofore made to such Agent); (ii) second, to the Agent and payment of any outstanding interest or fees due under the Lenders under or Loan Documents to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; (iii) third, to the payment of the principal balance of the Swingline Loans; (iv) fourth, to the payment of principal on the Revolving Credit Loans, the Term Loan, unpaid reimbursement obligations in respect of this Agreement Letters of Credit, together with amounts to be held by Administrative Agent as collateral security for any outstanding Letters of Credit pursuant to subsection 11.3.5 hereof, amounts owing with respect to Derivative Obligations (other than Excess Derivative Obligations), the aggregate amount paid to, or held as collateral security for, Lenders (and the other Loan Documents on any datetheir Affiliates, such payment shall be distributed by the Agent and applied by the Agent and the Lenders as applicable in the order case of priority set forth Derivative Obligations) to be allocated pro rata in Section 10.3. If accordance with the Agent receives funds for application aggregate unpaid amounts owing to each holder thereof; (v) fifth, to the payment of all other unpaid Obligations (including, without limitation, all Product Obligations not included in any of the Obligors under or in respect preceding clauses of this subsection 4.4.2) and all other indebtedness, obligations, and liabilities of the Loan Documents under circumstances Parties to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and (vi) finally, to Borrowers or otherwise as required by law or court order. Except as otherwise specifically provided for which herein, Borrowers hereby irrevocably waive the Loan Documents do not specify right to direct the application of payments and collections at any time received by Administrative Agent or any Lender from or on behalf of Borrowers or any Guarantor, and Borrowers hereby irrevocably agree that Administrative Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time by Administrative Agent or any Lender against the Obligations in the manner in described above. In the event that the amount of any Derivative Obligation is not fixed and determined at the time proceeds of Collateral are received which such funds are to be appliedallocated thereto, the proceeds of Collateral so allocated shall be held by Administrative Agent mayas collateral security (in a non-interest bearing account) until such Derivative Obligation is fixed and determined and then the same shall (if and when, but shall not be obligated toand to the extent that, elect to distribute payment of such funds to each liability is required by the terms of the Lenders in accordance with such ▇▇▇▇▇▇’s Pro Rata Share of the outstanding Term Loans at such time, in repayment or prepayment of such of the outstanding Term Loans or other Obligations then owing relevant contractual arrangements) be applied to such Lender. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default has occurred and is continuing, neither the Agent nor any Lender shall apply any payments which it receives to any SOFR Rate Loan, except (a) on the expiration date of the Interest Period applicable to any such SOFR Rate Loan orliability.