Common use of Application and Allocation of Payments Clause in Contracts

Application and Allocation of Payments. (a) As long as no Default or Event of Default shall have occurred and be continuing, all payments shall be applied in the following order: (i) to pay the Lender’s fees and expenses (including late fees and costs of collection and amounts expended in connection with the sale or administration of the Collateral and protective advances pursuant to this Agreement or the other Loan Documents), (ii) then to accrued but unpaid interest and (iii) then to reduction of the outstanding principal balance of the Loan. As to all payments made when a Default or an Event of Default shall have occurred and be continuing, the Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of the Borrower, and the Borrower hereby irrevocably agrees that the Lender shall have the continuing exclusive right to apply any and all such payments against the Obligations in such order and manner as the Lender may deem advisable notwithstanding any previous entry by the Lender in any books or records. (b) The Lender is authorized to, and at Lender’s sole election may, charge to the Loan balance on behalf of the Borrower and cause to be paid (W) all fees, expenses, charges, costs (including insurance premiums in accordance with Section 7.2) and interest, other than principal of the Loan, owing by the Borrower under this Agreement or any of the other Loan Documents if and to the extent the Borrower fails to promptly pay any such amounts as and when due, even if such charges would cause the balance of the Loan to exceed the Loan Amount, (X) any Indebtedness of any Loan Party which is in default, is past due or the non-payment of which would allow the holder of such Indebtedness to retain, seize or foreclose on the obligor’s or any other Loan Party’s cash or other assets, (Y) any Indebtedness as to which the holder has become entitled to retain or apply excess cash flow otherwise to be made available to the Borrower, Holdings or their respective Subsidiaries or Affiliates, whether due to a failure to satisfy a financial covenant or test or otherwise, and (Z) any other obligation or Indebtedness of any Loan Party pursuant to which any Loan Party has received a notice of default and is not contesting such default in good faith and with reasonable diligence or as to which the creditor has obtained a judgment. At the Lender’s option and to the extent permitted by law, any advances so made shall constitute part of the Loan hereunder, and shall bear interest at the Default Rate plus 4.00% per annum (the “Protective Advance Default Rate”). (c) The Lender is authorized to, and at Lender’s election may, charge any Deposit Account account or deposit account maintained by Borrower for any payments of principal or interest when due.

Application and Allocation of Payments. (a) As long as no Default or Event of Default shall have occurred and be continuing, all payments shall be applied in the following order: (i) to pay the Lender’s fees and expenses (including late fees and costs of collection and amounts expended in connection with the sale or administration of the Collateral and protective advances pursuant to this Agreement or the other Loan Documents), (ii) then to accrued but unpaid interest and (iii) then to reduction of the outstanding principal balance of the Loan. As to all payments made when a Default or an Event of Default shall have occurred and be continuing, the The Borrower hereby irrevocably waives the right to direct the application of any and all payments at any time or times hereafter received from or on behalf of the Borrower, and the Borrower hereby irrevocably agrees that the Lender Agent and the Lenders shall have the continuing exclusive right to apply any and all such payments against the then due and payable Obligations and in such order and manner repayment of the Revolving Credit Advances as the Lender Lenders may deem advisable notwithstanding any previous entry advisable. In the absence of a specific determination by the Lender Agent with respect thereto or unless otherwise expressly provided herein, payments shall be applied in any books or records. the following order: (a) to then due and payable Fees, expenses and other Obligations (including Revolving Credit Advances made by the Agent in its capacity as the Agent) owing by the Borrower to the Agent; (b) to then due and payable interest payments on the Swing Line Loan owing by the Borrower; (c) to then due and payable principal payments on the Swing Line Loan owing by the Borrower; (d) to then due and payable interest payments on the Revolving Credit Loan (to include the Letter of Credit Fees), ratably in proportion to the interest accrued as to the Revolving Credit Loan; (e) to then due and payable principal payments on the Revolving Credit Loan owing by the Borrower and to provide for cash collateral for Letter of Credit Obligations in the manner described in Annex J, ratably to the aggregate, combined principal balance of the Revolving Credit Advances and outstanding Letter of Credit Obligations; and (f) to any other Obligations to the Lenders owing by the Borrower; provided that if an Event of Default shall occur and be continuing or after the acceleration of the Obligations (by operation of law or otherwise), such payments shall be applied to the Obligations in the manner and order described in Section 8.4. Except as otherwise provided in this Agreement, if after making all of the payments referred to in the immediately preceding sentence, there shall remain with the Agent any excess monies received from or on behalf of the Borrower, the Agent shall promptly return same to the Borrower by depositing such amount into a Disbursement Account of the Borrower (or as required by law); provided that if at such time there shall exist an Event of Default (and for so long as an Event of Default is continuing), the Agent may retain such excess monies as cash collateral for any outstanding Obligations. The Lender Agent, on behalf of the Lenders, is authorized to, and at Lender’s sole election its option may, charge make or cause to be made Revolving Credit Advances by the Loan balance Lenders on behalf of the Borrower and cause to be paid (W) for payment of any or all feesFees, expenses, charges, costs (including insurance premiums in accordance with Section 7.2) and costs, principal, interest, or other than principal of the Loan, owing Obligations then due and payable by the Borrower under this Agreement or any of the other Loan Documents if and to the extent the Borrower fails to promptly pay any such amounts as and when dueDocuments, even if the making of such charges would cause Revolving Credit Advance causes the outstanding balance of the Revolving Credit Loan to exceed the Loan AmountBorrowing Availability, (Xin which case the terms of Section 1.2(b) shall apply. In addition, if Borrower establishes a controlled disbursement account with Agent or any Indebtedness Affiliate of Agent, then the presentation for payment of any Loan Party check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Revolving Credit Advances (which is in default, is past due or shall be Base Rate Loans) on the non-payment of which would allow the holder date of such Indebtedness presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Credit Advances may be disbursed directly to retain, seize or foreclose on the obligor’s or any other Loan Party’s cash controlled disbursement account or other assets, (Y) any Indebtedness as to which the holder has become entitled to retain or apply excess cash flow otherwise to be made available to the Borrower, Holdings or their respective Subsidiaries or Affiliates, whether due to a failure to satisfy a financial covenant or test or otherwise, and (Z) any other obligation or Indebtedness of any Loan Party pursuant to which any Loan Party has received a notice of default and is not contesting such default in good faith and with reasonable diligence or as to which the creditor has obtained a judgment. At the Lender’s option and to the extent permitted by law, any advances so made shall constitute part of the Loan hereunder, and shall bear interest at the Default Rate plus 4.00% per annum (the “Protective Advance Default Rate”)appropriate account. (c) The Lender is authorized to, and at Lender’s election may, charge any Deposit Account account or deposit account maintained by Borrower for any payments of principal or interest when due.

Application and Allocation of Payments. (a) As long as no Default Lender is authorized to, and at its option may, make or Event cause to be made Advances on behalf of Default shall have occurred and be continuingBorrowers for payment of all Fees, all payments shall be applied in the following order: (i) to pay the Lender’s fees and expenses (including late fees and costs of collection and amounts expended in connection with the sale expenses, Charges, costs, principal, interest, or administration of the Collateral and protective advances pursuant to other Obligations owing by Borrower under this Agreement or any of the other Loan Documents)Documents if and to the extent any such Borrower fails to promptly pay any such amounts as and when due, (ii) then even if such Advance would cause total Advances to accrued but unpaid interest exceed the Loan Commitment. At Lender's option and (iii) then to reduction the extent permitted by law, any advances so made shall be deemed Advances constituting part of the outstanding principal balance Loan hereunder. Following the occurrence and during the continuance of the Loan. As to all payments made when a Default or an Event of Default shall have occurred and be continuingDefault, the Borrower Borrowers hereby irrevocably waives waive the right to direct the application of any and all payments at any time or times hereafter received from or on behalf of the any such Borrower, and the each Borrower hereby irrevocably agrees that the Lender shall have the continuing exclusive right to apply any and all such payments against the then due and payable Obligations of Borrowers and in such order and manner repayment of the Loan as the Lender may deem advisable notwithstanding any previous entry by the Lender in any books or records. (b) The Lender is authorized to, and at Lender’s sole election may, charge to upon the Loan balance on behalf of the Borrower and cause to be paid (W) all fees, expenses, charges, costs (including insurance premiums in accordance with Section 7.2) and interest, other than principal of the Loan, owing by the Borrower under this Agreement or any of the other Loan Documents if and to the extent the Borrower fails to promptly pay any such amounts as and when due, even if such charges would cause the balance of the Loan to exceed the Loan Amount, (X) any Indebtedness of any Loan Party which is in default, is past due or the non-payment of which would allow the holder of such Indebtedness to retain, seize or foreclose on the obligor’s Account or any other Loan Party’s cash or books and records. In the absence of a specific determination by Lender with respect thereto, the same shall be applied in the following order: (i) to then due and payable interest payments on the Loans; (ii) to principal payments on the Loan; (iii) to then due and payable Fees and expenses; (iv) to then due and payable Obligations other assetsthan Fees, (Y) any Indebtedness as to which the holder has become entitled to retain or apply excess cash flow otherwise to be made available to the Borrower, Holdings or their respective Subsidiaries or Affiliates, whether due to a failure to satisfy a financial covenant or test or otherwise, expenses and interest and principal payments; and (Zv) any to all other obligation or Indebtedness of any Loan Party pursuant to which any Loan Party has received a notice of default then due and is not contesting such default in good faith and with reasonable diligence or as to which the creditor has obtained a judgment. At the Lender’s option and to the extent permitted by law, any advances so made shall constitute part of the Loan hereunder, and shall bear interest at the Default Rate plus 4.00% per annum (the “Protective Advance Default Rate”)payable Obligations. (c) The Lender is authorized to, and at Lender’s election may, charge any Deposit Account account or deposit account maintained by Borrower for any payments of principal or interest when due.

Application and Allocation of Payments. (a) As long as no Default Lender is authorized to, and at its option may, make or Event cause to be made Advances on behalf of Default shall have occurred and be continuingBorrowers for payment of all Fees, all payments shall be applied in the following order: (i) to pay the Lender’s fees and expenses (including late fees and costs of collection and amounts expended in connection with the sale expenses, Charges, costs, principal, interest, or administration of the Collateral and protective advances pursuant to other Obligations owing by Borrower under this Agreement or any of the other Loan Documents)Documents if and to the extent any such Borrower fails to promptly pay any such amounts as and when due, (ii) then even if such Advance would cause total Advances to accrued but unpaid interest exceed the Commitment. At Lender's option and (iii) then to reduction the extent permitted by law, any advances so made shall be deemed Advances constituting part of the outstanding principal balance Loans hereunder. Following the occurrence and during the continuance of the Loan. As to all payments made when a Default or an Event of Default shall have occurred and be continuingDefault, the Borrower Borrowers hereby irrevocably waives waive the right to direct the application of any and all payments at any time or times hereafter received from or on behalf of the any such Borrower, and the each Borrower hereby irrevocably agrees that the Lender shall have the continuing exclusive right to apply any and all such payments against the then due and payable Obligations of Borrowers and in such order and manner repayment of the Loan as the Lender may deem advisable notwithstanding any previous entry by Lender upon the Loan Account or any other books and records. In the absence of a specific determination by Lender with respect thereto, the same shall be applied in any books or records. the following order: (a) to then due and payable interest payments on the Loans; (b) The Lender is authorized to, and at Lender’s sole election may, charge to the Loan balance on behalf of the Borrower and cause to be paid (W) all fees, expenses, charges, costs (including insurance premiums in accordance with Section 7.2) and interest, other than principal of the Loan, owing by the Borrower under this Agreement or any of the other Loan Documents if and to the extent the Borrower fails to promptly pay any such amounts as and when due, even if such charges would cause the balance of the Loan to exceed the Loan Amount, (X) any Indebtedness of any Loan Party which is in default, is past due or the non-payment of which would allow the holder of such Indebtedness to retain, seize or foreclose payments on the obligor’s or any other Loan Party’s cash or other assets, (Y) any Indebtedness as to which the holder has become entitled to retain or apply excess cash flow otherwise to be made available to the Borrower, Holdings or their respective Subsidiaries or Affiliates, whether due to a failure to satisfy a financial covenant or test or otherwise, and (Z) any other obligation or Indebtedness of any Loan Party pursuant to which any Loan Party has received a notice of default and is not contesting such default in good faith and with reasonable diligence or as to which the creditor has obtained a judgment. At the Lender’s option and to the extent permitted by law, any advances so made shall constitute part of the Loan hereunder, and shall bear interest at the Default Rate plus 4.00% per annum (the “Protective Advance Default Rate”). Loans; (c) The Lender is authorized toto then due and payable Fees and expenses; (d) to then due and payable Obligations other than Fees, expenses and at Lender’s election may, charge any Deposit Account account or deposit account maintained by Borrower for any payments of interest and principal or interest when duepayments; and (e) to all other then due and payable Obligations.

Application and Allocation of Payments. (a) As So long as no -------------------------------------- Default or Event of Default shall have occurred and be continuing, all (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied to the Working Capital Revolving Loan, (ii) payments matching specific scheduled payments then due shall be applied to those scheduled payments, (iii) voluntary payments shall be applied in as determined by the following order: (i) Borrower, subject to pay the Lender’s fees and expenses (including late fees and costs provisions of collection and amounts expended in connection with the sale or administration of the Collateral and protective advances pursuant to this Agreement or the other Loan Documents)Section 3.2, (ii) then to accrued but unpaid interest and (iiiiv) then to reduction of the outstanding principal balance of the Loanmandatory ----------- prepayments shall be applied as set forth in Section 3.2. As to each other ----------- payment, and as to all payments made when a Default or an Event of Default shall have occurred and be continuingcontinuing or following the Commitment Termination Date, the Borrower hereby irrevocably waives the right to direct the application of any and all payments at any time or times hereafter received from or on behalf of the Borrower, and the Borrower hereby irrevocably agrees that the Lender shall have the continuing exclusive right to apply any and all such payments against the then due and payable Obligations of the Borrower and in such order and manner repayment of the Loans as the Lender may deem advisable notwithstanding any previous entry by the Lender in the Loan Account or any other books or records. . In the absence of a specific determination by the Lender with respect thereto, the same shall be applied in the following order: (bi) then due and payable Fees and Lender's expenses reimbursable hereunder; (ii) then due and payable interest payments under the Loans, ratably in proportion to the interest accrued as to each Loan; (iii) then due and payable principal payments on the Loans and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B, ratably to ------- the aggregate, combined principal balance of the Loans and outstanding Letter of Credit Obligations; and (iv) Obligations other than Fees, expenses and interest and principal payments. The Lender is authorized to, and at Lender’s sole election its option may, charge make or cause to the Loan balance be made Advances on behalf of the Borrower and cause to be paid (W) for payment of all feesFees, expenses, chargesCharges, costs (including insurance premiums in accordance with Section 7.2) and costs, principal, interest, Transaction Expenses or other than principal of the Loan, Obligations owing by the Borrower under this Agreement or any of the other Loan Documents if even if, as a result thereof, such Advance would result in aggregate outstanding Advances exceeding the Borrowing Availability, and the Borrower agrees that, should such excess not be repaid to the extent Lender immediately, a Default shall be deemed to have occurred on the Borrower fails to promptly pay any such amounts as and when due, even if such charges would cause the balance of the Loan to exceed the Loan Amount, (X) any Indebtedness of any Loan Party which is in default, is past due or the non-payment of which would allow the holder making of such Indebtedness to retain, seize or foreclose on the obligor’s or any other Loan Party’s cash or other assets, (Y) any Indebtedness as to which the holder has become entitled to retain or apply excess cash flow otherwise to be made available to the Borrower, Holdings or their respective Subsidiaries or Affiliates, whether due to a failure to satisfy a financial covenant or test or otherwiseAdvance, and (Z) any other obligation or Indebtedness of any Loan Party pursuant to which any Loan Party has received a notice of default and is not contesting such default in good faith and with reasonable diligence or as to which the creditor has obtained a judgment. At the Lender’s option and to the extent permitted by law, any advances Advances so made shall constitute be deemed Advances constituting part of the Loans hereunder. If the amounts received by the Lender in the Collection Account are in excess of the amount then outstanding under the Working Capital Revolving Loan hereunderand amounts currently owing under the Acquisition Loan, and shall bear interest at then the Default Rate plus 4.00% per annum (Lender agrees to return such excess amount to the “Protective Advance Default Rate”)Borrower on the day of receipt by the Lender. (c) The Lender is authorized to, and at Lender’s election may, charge any Deposit Account account or deposit account maintained by Borrower for any payments of principal or interest when due.

Application and Allocation of Payments. (a) As So long as no Default or Event of Default shall have has occurred and be is continuing, all (i) scheduled monthly payments shall be applied in the following order: (i) first, to pay the Lender’s fees reimbursable expenses of Lender then due and expenses (including late fees and costs of collection and amounts expended in connection with the sale or administration payable pursuant to any of the Collateral and protective advances pursuant to this Agreement or the other Loan Documents); second, (ii) to interest then due and payable on outstanding Loans made to accrued but unpaid interest Borrowers; and (iii) then last, to reduction of the outstanding principal balance of the LoanLoans outstanding to Borrowers until the same has been paid in full; and (ii) voluntary prepayments and mandatory prepayments shall be applied as set forth in Section 1.2(c). As to any other payment, and as to all payments made when a Default or an Event of Default shall have has occurred and be continuingis continuing or following the Commitment Termination Date, the Borrower Borrowers and all Credit Parties hereby irrevocably waives waive the right to direct the application of any and all payments received from or on behalf of the BorrowerBorrowers, and the Borrower Borrowers hereby irrevocably agrees agree that the Lender shall have the continuing exclusive right to apply any and all such payments against the Obligations in such order and manner of Borrowers as the Lender may deem advisable notwithstanding any previous entry by the Lender in the Loan Account or any other books or and records. (b) The Lender is authorized to, and at Lender’s in its sole election and absolute discretion may, charge to the Line of Credit Loan balance (which charges shall be deemed to be Line of Credit Advances requested by Borrowers) on behalf of the Borrower Borrowers and cause to be paid (W) all fees, expenses, chargesCharges, costs (including insurance premiums in accordance with Section 7.25.4(a)) and interestinterest and principal, other than principal of the Loan, Loans owing by the Borrower under this Agreement or any of the other Loan Documents if and to the extent the Borrower fails Borrowers fail to pay promptly pay any such amounts as and when due, even if such charges would cause . Such charge to the balance Line of the Credit Loan shall not waive any Event of Default due to exceed the Loan Amount, (X) any Indebtedness of any Loan Party which is in default, is past due or the Borrowers' non-payment of which would allow the holder of such Indebtedness to retainpayment, seize or foreclose on the obligor’s or any other Loan Party’s cash or other assetsunless Lender, (Y) any Indebtedness as to which the holder has become entitled to retain or apply excess cash flow otherwise to be made available to the Borrowerin its sole and absolute discretion, Holdings or their respective Subsidiaries or Affiliates, whether due to a failure to satisfy a financial covenant or test or otherwise, and (Z) any other obligation or Indebtedness of any Loan Party pursuant to which any Loan Party has received a notice of default and is not contesting such default agrees in good faith and with reasonable diligence or as to which the creditor has obtained a judgmentwriting. At the Lender’s 's option and to the extent permitted by law, any advances charges so made shall constitute part of the Line of Credit Loan hereunderand shall reduce the amount of the Line of Credit Commitment remaining available to Borrowers, and shall bear interest at be secured by the Default Rate plus 4.00% per annum (the “Protective Advance Default Rate”)Collateral. (c) The Lender is authorized to, and at Lender’s election may, charge any Deposit Account account or deposit account maintained by Borrower for any payments of principal or interest when due.

Application and Allocation of Payments. (a) As long as no Default or Event of Default shall have occurred and be continuing, all payments shall be applied in the following order: (i) to pay the Lender’s fees and expenses (including late fees and costs of collection and amounts expended in connection with the sale or administration of the Collateral and protective advances pursuant to this Agreement or the other Loan Documents), (ii) then to accrued but unpaid interest and (iii) then to reduction of the outstanding principal balance of the Loan. As to all payments made when a Default or an Event of Default shall have occurred and be continuing, the The Borrower hereby irrevocably waives the right to direct the application of any and all payments at any time or times hereafter received from or on behalf of the Borrower, and the Borrower hereby irrevocably agrees that the Lender Agent and the Lenders shall have the continuing exclusive right to apply any and all such payments against the then due and payable Obligations and in such order and manner repayment of the Revolving Credit Advances as the Lender Lenders may deem advisable notwithstanding any previous entry advisable. In the absence of a specific determination by the Lender Agent with respect thereto or unless otherwise expressly provided herein, payments shall be applied in any books or records. the following order: (a) to then due and payable Fees, expenses and other Obligations (including Revolving Credit Advances made by the Agent in its capacity as the Agent) owing by the Borrower to the Agent; (b) to then due and payable interest payments on the Swing Line Loan owing by the Borrower; (c) to then due and payable principal payments on the Swing Line Loan owing by the Borrower; (d) to then due and payable interest payments on the Revolving Credit Loan (to include the Letter of Credit Fees), ratably in proportion to the interest accrued as to the Revolving Credit Loan; (e) to then due and payable principal payments on the Revolving Credit Loan owing by the Borrower; and (f) to any other Obligations to the Lenders owing by the Borrower; provided that if an Event of Default shall occur and be continuing or after the acceleration of the Obligations (by operation of law or otherwise), such payments shall be applied to the Obligations in the manner and order described in Section 8.4. Except as otherwise provided in this Agreement, if after making all of the payments referred to in the immediately preceding sentence, there shall remain with the Agent any excess monies received from or on behalf of the Borrower, the Agent shall promptly return same to the Borrower by depositing such amount into a Disbursement Account of the Borrower (or as required by law); provided that if at such time there shall exist an Event of Default (and for so long as an Event of Default is continuing), the Agent may retain such excess monies as cash collateral for any outstanding Obligations. The Lender Agent, on behalf of the Lenders, is authorized to, and at Lender’s sole election its option may, charge make or cause to be made Revolving Credit Advances by the Loan balance Lenders on behalf of the Borrower and cause to be paid (W) for payment of any or all feesFees, expenses, charges, costs (including insurance premiums in accordance with Section 7.2) and costs, principal, interest, or other than principal of the Loan, owing Obligations then due and payable by the Borrower under this Agreement or any of the other Loan Documents if and to the extent the Borrower fails to promptly pay any such amounts as and when dueDocuments, even if the making of such charges would cause Revolving Credit Advance causes the outstanding balance of the Revolving Credit Loan to exceed the Loan AmountBorrowing Availability, (Xin which case the terms of Section 1.2(b) shall apply. In addition, if Borrower establishes a controlled disbursement account with Agent or any Indebtedness Affiliate of Agent, then the presentation for payment of any Loan Party check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Revolving Credit Advances (which is in default, is past due or shall be LIBOR Loans) on the non-payment of which would allow the holder date of such Indebtedness presentation, in the amount of the check and items presented for payment. The proceeds of such Revolver Credit Advances may be disbursed directly to retain, seize or foreclose on the obligor’s or any other Loan Party’s cash controlled disbursement account or other assets, (Y) any Indebtedness as to which the holder has become entitled to retain or apply excess cash flow otherwise to be made available to the Borrower, Holdings or their respective Subsidiaries or Affiliates, whether due to a failure to satisfy a financial covenant or test or otherwise, and (Z) any other obligation or Indebtedness of any Loan Party pursuant to which any Loan Party has received a notice of default and is not contesting such default in good faith and with reasonable diligence or as to which the creditor has obtained a judgment. At the Lender’s option and to the extent permitted by law, any advances so made shall constitute part of the Loan hereunder, and shall bear interest at the Default Rate plus 4.00% per annum (the “Protective Advance Default Rate”)appropriate account. (c) The Lender is authorized to, and at Lender’s election may, charge any Deposit Account account or deposit account maintained by Borrower for any payments of principal or interest when due.

Application and Allocation of Payments. (a) As long All payments and prepayments of principal and interest in respect of the Revolving Loan and Swing Line Loan (except as no Default or Event of Default shall have occurred provided in Sections 1.13, 1.15 and be continuing, all payments 1.16) shall be applied ratably to the portion thereof held by each Revolving Lender as determined by its Pro Rata Share. Except as set forth below in the following order: clauses (i) to pay the Lender’s fees and expenses (including late fees and costs of collection and amounts expended in connection with the sale or administration of the Collateral and protective advances pursuant to this Agreement or the other Loan Documents), (ii) then of this Section 1.11(a) or as set forth in Section 1.3, Borrower shall have the right to accrued but unpaid interest and (iii) then to reduction direct the application of the outstanding principal balance of the Loanall payments made by it toward Revolving Loans, Swing Line Loans, interest, fees, expenses or any other Obligations. As to any payment the application of which is not so directed, and as to all payments made when a Default or an Event of Default shall have or a Cash Dominion Event has occurred and be continuingis continuing (and, in respect of such Cash Dominion Event, no corresponding Cash Dominion Termination Event has occurred), or following the Commitment Termination Date, Borrower hereby irrevocably waives the right to direct the application of any and all funds on deposit in the Collection Account, the Cash Collateral Account and/or, in the case of a Cash Dominion Event or an acceleration of the Obligations, the Concentration Account or any other proceeds of Collateral and all payments received from or on behalf of the BorrowerBorrower or any Guarantor, and the Borrower hereby irrevocably agrees that the Lender Administrative Agent shall have the continuing exclusive right to apply any and all such funds on deposit in the Collection Account, the Cash Collateral Account, and/or, in the case of a Cash Dominion Event or an acceleration of the Obligations, the Concentration Account or any other proceeds of Collateral and all payments against the Obligations in such order the following order: (i) in the event the Obligations have been accelerated or following the Commitment Termination Date: (A) to Fees and manner Administrative Agent's and each Co-Syndication Agent's expenses reimbursable hereunder, (B) to accrued but unpaid interest on the Swing Line Loan, (C) to principal payments on the Swing Line Loan until paid in full, (D) pro rata to accrued but unpaid interest on the Revolving Credit Advances, (E) pro rata to the outstanding principal amount of the Revolving Loans (and applied, with respect to the Revolving Loans, ratably between the Revolving Credit Advances and the cash collateralization of the Letters of Credit in accordance with Annex B) and to the outstanding Obligations constituting Pari Passu Cash Management Obligations, (F) to all other Obligations (other than the Cash Management Obligations) including expenses of Lenders to the extent reimbursable under Section 11.3, (G) to the Cash Management Banks ratably in an amount not to exceed the outstanding Obligations constituting Subordinated Cash Management Obligations and (H) any surplus shall be remitted to Borrower or any other Person lawfully entitled thereto and (ii) on each Business Day in the event either an Event of Default has occurred and is continuing or a Cash Dominion Event has occurred (and no corresponding Cash Dominion Termination Event has occurred), in each case, other than as described in clause (i) above: (A) to Fees and Administrative Agent's and each Co-Syndication Agent's expenses reimbursable hereunder, (B) to accrued but unpaid interest on the Lender may deem advisable notwithstanding Swing Line Loan, (C) to principal payments on the Swing Line Loan until paid in full, (D) to accrued but unpaid interest on the Revolving Credit Advances, (E) to the outstanding principal amount of the Revolving Credit Advances, (F) to the cash collateralization of the Letters of Credit in accordance with Annex B, (G) to all other Obligations (other than the Cash Management Obligations) then due and payable including expenses of Lenders to the extent reimbursable under Section 11.3 and (H) any previous entry by the Lender in surplus shall be remitted to Borrower or any books or recordsother Person lawfully entitled thereto. (b) The Lender Administrative Agent is authorized to, and at Lender’s its sole election may, charge to the Revolving Loan balance on behalf of the Borrower and cause to be paid (W) all feesFees, expenses, chargesCharges, reimbursable costs (including insurance premiums in accordance with Section 7.2Sections 5.4(a) and interest(b)) and interest and principal, other than principal of the LoanRevolving Credit Advances, owing by the Borrower under this Agreement or any of the other Credit Loan Documents if and to the extent the Borrower fails to pay promptly pay any such amounts as and when due, even if the amount of such charges would cause the balance exceed Borrowing Availability at such time, but in no event in an amount in excess of the Loan Overadvance amount permitted under Section 1.1(a)(iii), provided that after making such election Administrative Agent shall use reasonable efforts to exceed give Borrower written notice of such election, but the failure of Administrative Agent to so give any such written notice shall not affect the validity of such charges to the Loan Amount, (X) any Indebtedness of any Loan Party which is in default, is past due or the non-payment of which would allow the holder of such Indebtedness to retain, seize or foreclose on the obligor’s or any other Loan Party’s cash or other assets, (Y) any Indebtedness as to which the holder has become entitled to retain or apply excess cash flow otherwise to be made available to the Borrower, Holdings or their respective Subsidiaries or Affiliates, whether due to a failure to satisfy a financial covenant or test or otherwise, and (Z) any other obligation or Indebtedness of any Loan Party pursuant to which any Loan Party has received a notice of default and is not contesting such default in good faith and with reasonable diligence or as to which the creditor has obtained a judgmentAccount. At the Lender’s Administrative Agent's option and to the extent permitted by law, any advances charges so made shall constitute part of the Revolving Loan hereunder, and but such charge shall bear interest at the Default Rate plus 4.00% per annum (the “Protective Advance Default Rate”not constitute a waiver of Section 1.3(b). (c) The Lender is authorized to, and at Lender’s election may, charge any Deposit Account account or deposit account maintained by Borrower for any payments of principal or interest when due.

Application and Allocation of Payments. (a) As long as no If there has not been a Default or Event and in the absence of Default shall have occurred and be continuinga specific determination by Lender with respect to the order of applying payments, all payments shall received by Lender on account of Accepted P.O.s will be applied in the following orderas follows: (i) first, to pay Lender's expenses which have been incurred or committed; (ii) second, to the payment of Lender’s 's fees and expenses (including late fees and costs of collection and amounts expended interest in connection with the sale or administration of the Collateral and protective advances pursuant to this Agreement or the other Loan Documents), (ii) then to accrued but unpaid interest Advance; and (iii) then third, to reduction the payment or reimbursement in full of the outstanding principal balance of the Loanall Obligations to Lender in connection with an Accepted P.O. and all other Accepted P.O.s. As to any other payment, and as to all payments made when after a Default has occurred or an Event of Default shall have occurred and be continuingfollowing the Facility Termination Date, the Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of the Borrower, Borrower and the Borrower hereby irrevocably agrees that the Lender shall have the continuing exclusive right to apply any and all such payments against the Obligations in such order and manner as the Lender may deem advisable notwithstanding any previous entry by the Lender in any books or records. (b) The shall determine. Lender is authorized to, and at Lender’s sole election mayits option may (without prior notice or precondition and at any time or times), charge but shall not be obligated to, make or cause to the Loan balance be made Advances on behalf of the Borrower and cause to be paid Borrower (Wa) payment of all fees, expenses, indemnities, charges, costs (including insurance premiums in accordance with Section 7.2) and costs, principal, interest, or other than principal of the Loan, Obligations owing by the Borrower under this Agreement or any of the other Loan Documents if and Documents, (b) the payment, performance or satisfaction of any of Borrower's obligations with respect to preservation of the extent Collateral or otherwise under this Agreement, or (c) any premium in whole or in part required in respect of any of the Borrower fails to promptly pay any such amounts as and when duepolicies of insurance required by this Agreement, even if the making of any such charges would cause Advances causes the outstanding balance of the Loan Advances to exceed the Loan Maximum Amount, (X) any Indebtedness of any Loan Party which is and Borrower agrees to repay immediately, in default, is past due or the non-payment of which would allow the holder of cash such Indebtedness to retain, seize or foreclose on the obligor’s or any other Loan Party’s cash or other assets, (Y) any Indebtedness as to which the holder has become entitled to retain or apply excess cash flow otherwise to be made available to the Borrower, Holdings or their respective Subsidiaries or Affiliates, whether due to a failure to satisfy a financial covenant or test or otherwise, and (Z) any other obligation or Indebtedness of any Loan Party pursuant to which any Loan Party has received a notice of default and is not contesting such default in good faith and with reasonable diligence or as to which the creditor has obtained a judgment. At the Lender’s option and to the extent permitted by law, any advances so made shall constitute part of the Loan hereunder, and shall bear interest at the Default Rate plus 4.00% per annum (the “Protective Advance Default Rate”)Advances. (c) The Lender is authorized to, and at Lender’s election may, charge any Deposit Account account or deposit account maintained by Borrower for any payments of principal or interest when due.

Application and Allocation of Payments. (a) As long as no Default or Event of Default shall have occurred and be continuing, all payments shall be applied in the following order: (i) to pay the Lender’s fees and expenses (including late fees and costs of collection and amounts expended in connection with the sale or administration of the Collateral and protective advances pursuant to this Agreement or the other Loan Documents), (ii) then to accrued but unpaid interest and (iii) then to reduction of the outstanding principal balance of the Loan. As to all payments made when a Default or an Event of Default shall have occurred and be continuing, the The Borrower hereby irrevocably waives the right to direct the application of any and all payments at any time or times hereafter received from or on behalf of the Borrower, and the Borrower hereby irrevocably agrees that the Lender Agent and the Lenders shall have the continuing exclusive right to apply any and all such payments against the then due and payable Obligations and in such order and manner repayment of the Revolving Credit Advances as the Lender Lenders may deem advisable notwithstanding any previous entry advisable. In the absence of a specific determination by the Lender Agent with respect thereto or unless otherwise expressly provided herein, payments shall be applied in any books or records. the following order: (a) to then due and payable Fees, expenses and other Obligations (including Revolving Credit Advances made by the Agent in its capacity as the Agent) owing by the Borrower to the Agent; (b) to then due and payable interest payments on the Swing Line Loan owing by the Borrower; (c) to then due and payable principal payments on the Swing Line Loan owing by the Borrower; (d) to then due and payable interest payments on the Revolving Credit Loan (to include the Letter of Credit Fees) and unpaid Swap Related Reimbursement Obligations, ratably in proportion to the interest accrued as to the Revolving Credit Loan and Swap Related Reimbursement Obligation, as applicable; (e) to then due and payable principal payments on the Revolving Credit Loan owing by the Borrower and unpaid Swap Related Reimbursement Obligations and to provide for cash collateral for Letter of Credit Obligations in the manner described in Annex J, ratably to the aggregate, combined principal balance of the Revolving Credit Advances, unpaid Swap Related Reimbursement Obligations and outstanding Letter of Credit Obligations; and (f) to any other Obligations to the Lenders owing by the Borrower; provided that if an Event of Default shall occur and be continuing or after the acceleration of the Obligations (by operation of law or otherwise), such payments shall be applied to the Obligations in the manner and order described in Section 8.4. Except as otherwise provided in this Agreement, if after making all of the payments referred to in the immediately preceding sentence, there shall remain with the Agent any excess monies received from or on behalf of the Borrower, the Agent shall promptly return same to the Borrower by depositing such amount into a Disbursement Account of the Borrower (or as required by law); provided that if at such time there shall exist an Event of Default (and for so long as an Event of Default is continuing), the Agent may retain such excess monies as cash collateral for any outstanding Obligations. The Lender Agent, on behalf of the Lenders, is authorized to, and at Lender’s sole election its option may, charge make or cause to be made Revolving Credit Advances by the Loan balance Lenders on behalf of the Borrower and cause to be paid (W) for payment of any or all feesFees, expenses, charges, costs (including insurance premiums in accordance with Section 7.2) and costs, principal, interest, or other than principal of the Loan, owing Obligations then due and payable by the Borrower under this Agreement or any of the other Loan Documents if and to the extent the Borrower fails to promptly pay any such amounts as and when dueDocuments, even if the making of such charges would cause Revolving Credit Advance causes the outstanding balance of the Revolving Credit Loan to exceed the Loan AmountBorrowing Availability, (Xin which case the terms of Section 1.2(b) any Indebtedness of any Loan Party which is in default, is past due or the non-payment of which would allow the holder of such Indebtedness to retain, seize or foreclose on the obligor’s or any other Loan Party’s cash or other assets, (Y) any Indebtedness as to which the holder has become entitled to retain or apply excess cash flow otherwise to be made available to the Borrower, Holdings or their respective Subsidiaries or Affiliates, whether due to a failure to satisfy a financial covenant or test or otherwise, and (Z) any other obligation or Indebtedness of any Loan Party pursuant to which any Loan Party has received a notice of default and is not contesting such default in good faith and with reasonable diligence or as to which the creditor has obtained a judgment. At the Lender’s option and to the extent permitted by law, any advances so made shall constitute part of the Loan hereunder, and shall bear interest at the Default Rate plus 4.00% per annum (the “Protective Advance Default Rate”)apply. (c) The Lender is authorized to, and at Lender’s election may, charge any Deposit Account account or deposit account maintained by Borrower for any payments of principal or interest when due.

Application and Allocation of Payments. (a) As long as no Default or Event of Default shall have occurred and be continuing, all payments shall be applied in the following order: (i) to pay the Lender’s 's reasonable fees and expenses (including late fees and costs of collection and amounts expended in connection with the sale or administration of the Collateral and protective advances pursuant to this Agreement or the other Loan Documents), (ii) then to accrued but unpaid interest and (iii) then to reduction of the outstanding principal balance of the LoanLoan (in the inverse order of maturity, whether or not then due). As to all payments made when a Default or an Event of Default shall have occurred and be continuing, the Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of the Borrower, and the Borrower hereby irrevocably agrees that the Lender shall have the continuing exclusive right to apply any and all such payments against the Obligations in such order and manner as the Lender may deem advisable notwithstanding any previous entry by the Lender in any books or records. (b) The Except with respect to the Indebtedness listed on Schedule 10.5 (and then only if the Section 10.5 Conditions are satisfied), the Lender is authorized to, and at Lender’s 's sole election may, charge to the Loan balance on behalf of the Borrower and cause to be paid (W) all fees, expenses, charges, costs (including insurance premiums in accordance with Section 7.2) and interest, other than principal of the Loan, owing by the Borrower under this Agreement or any of the other Loan Documents if and to the extent the Borrower fails to promptly pay any such amounts as and when due, even if such charges would cause the balance of the Loan to exceed the Loan Amount, (X) any Indebtedness of any Loan Party Borrower Group Member which is in default, is past due or the non-payment of which would allow the holder of such Indebtedness to retain, seize or foreclose on the obligor’s 's or any other Loan Party’s Borrower Group Member's cash or other assets, (Y) any Indebtedness as to which the holder has become entitled to retain or apply excess cash flow otherwise to be made available to the Borrower, Holdings or their respective Subsidiaries or Affiliatesany Borrower Group Member, whether due to a failure to satisfy a financial covenant or test or otherwise, and (Z) any other obligation or Indebtedness of any Loan Party Borrower Group Member pursuant to which any Loan Party Borrower Group Member has received a notice of default and is not contesting such default in good faith and with reasonable diligence or as to which the creditor has obtained a judgment. If Lender makes any payments set forth in the preceding sentence, Lender shall be subrogated to the rights of any creditor so paid. At the Lender’s 's option and to the extent permitted by law, any advances so made shall constitute part of the Loan hereunder, and shall bear interest at the Default Rate plus 4.00lesser of (such rate being the "Payoff Rate") (a) 20% per annum or (b) the “Maximum Lawful Rate, and Borrower shall additionally pay to Lender on the date of any such advance a fee of 3.5% of the amount of any such advance under this Section 2.10(b) (collectively, the "Protective Advance Default Rate”"). The circumstances described in (W), (X), (Y) and/or (Z) above being collectively referred to as the "Payoff Events"). (c) The Lender is authorized to, and at Lender’s election may, charge any Deposit Account account or deposit account maintained by Borrower for any payments of principal or interest when due.

Application and Allocation of Payments. (a) As So long as no Default or Event of Default shall have occurred and be continuing, all payments shall be applied in the following order: (i) payments consisting of proceeds of Accounts received in the ordinary course of business shall be applied to pay the Lender’s fees and expenses (including late fees and costs of collection and amounts expended in connection with the sale or administration of the Collateral and protective advances pursuant to this Agreement or the other Loan Documents), Revolving Loan; (ii) payments matching specific scheduled payments then due shall be applied to accrued but unpaid interest those scheduled payments; and (iii) then to reduction of the outstanding principal balance of the Loanmandatory prepayments shall be applied as set forth in Section 1.3(c). As to each other payment, and as to all payments made when a Default or an Event of Default shall have occurred and be continuingcontinuing or following the Commitment Termination Date, the each Borrower hereby irrevocably waives the right to direct the application of any and all payments received from or on behalf of the Borrower, such Borrower and the Borrower hereby irrevocably agrees that the Lender shall have the continuing exclusive right to apply any and all such payments against the Obligations in such order and manner of Borrowers as the Lender may deem advisable notwithstanding that any previous entry by the Lender in the Loan Account or any other books or recordsand records of a similar item was entered in a manner inconsistent with the application Lender elects during such continuation of an Event of Default. In the absence of a specific determination by Lender with respect thereto, payments shall be applied to amounts then due and payable in the following order: (A) to Fees and Lender's expenses reimbursable hereunder; (B) to interest on the Revolving Loan; (C) to principal payments on the Revolving Loan and to provide cash collateral for Letter of Credit Obligations in the manner described in Annex B; and (D) to all other Obligations to the extent reimbursable under Section 11.3. (b) The Lender is authorized to, and at Lender’s its sole election may, charge to the Revolving Loan balance on behalf of the Borrower Borrowers and cause to be paid (W) all feesFees, expenses, chargesCharges, costs (including insurance premiums in accordance with Section 7.25.4(a)) and interestinterest and principal, other than principal of the Revolving Loan, owing by the Borrower Borrowers under this Agreement or any of the other Loan Documents if and to the extent the Borrower fails Borrowers fail to pay promptly pay any such amounts as and when due, even if such charges would cause the balance of the Revolving Loan after giving effect to such charges to exceed the Loan Amount, (X) any Indebtedness of any Loan Party which is in default, is past due or the non-payment of which would allow the holder of such Indebtedness to retain, seize or foreclose on the obligor’s or any other Loan Party’s cash or other assets, (Y) any Indebtedness as to which the holder has become entitled to retain or apply excess cash flow otherwise to be made available to the Borrower, Holdings or their respective Subsidiaries or Affiliates, whether due to a failure to satisfy a financial covenant or test or otherwise, and (Z) any other obligation or Indebtedness of any Loan Party pursuant to which any Loan Party has received a notice of default and is not contesting such default in good faith and with reasonable diligence or as to which the creditor has obtained a judgmentBorrowing Availability. At the Lender’s 's option and to the extent permitted by law, any advances charges so made shall constitute part of the Revolving Loan hereunder, and shall bear interest at the Default Rate plus 4.00% per annum (the “Protective Advance Default Rate”). (c) The Lender is authorized to, and at Lender’s election may, charge any Deposit Account account or deposit account maintained by Borrower for any payments of principal or interest when due.

Application and Allocation of Payments. (a) As long as no Default or Event of Default shall have occurred and be continuing, all payments shall be applied in the following order: (i) to pay the Lender’s fees and expenses (including late fees and costs of collection and amounts expended in connection with the sale or administration of the Collateral and protective advances pursuant to this Agreement or the other Loan Documents), (ii) then to accrued but unpaid interest and (iii) then to reduction of the outstanding principal balance of the Loan. As to all payments made when a Default or an Event of Default shall have occurred and be continuing, the Borrower hereby irrevocably waives the right to direct the application of any and all payments at any time or times hereafter received from or on behalf of the Borrower, Borrower and the Borrower hereby irrevocably agrees that the Lender Agent shall have the continuing exclusive right to apply any and all such payments against the then due and payable Obligations of Borrower and in such order repayment of the Revolving Credit Loan, Letter of Credit Obligations and manner the Term Loans, as the Lender Agent may deem advisable notwithstanding any previous entry by Agent upon the Lender Loan Account or any other books and records. In the absence of a specific determination by Agent with respect 1.4 thereto, the same shall be applied in any books or records. the following order: (bi) The Lender to then due and payable Fees and expenses; (ii) to then due and payable interest payments on the Term Loans and on the Revolving Credit Loan; (iii) to Obligations other than Fees, expenses and interest and principal payments; and (iv) to then due and payable principal payments on the Term Loans and on the Revolving Credit Loans, and (v) to all other then due and payable Obligations. Agent is authorized to, and and, upon the expiration of the applicable time period, if any, set forth in Section 8.1 hereof, at Lender’s sole election its option may, charge make or cause to the Loan balance be made Revolving Credit Advances on behalf of the Borrower and cause to be paid (W) for payment of all feesFees, expenses, chargesCharges, costs (including insurance premiums in accordance with Section 7.2) and costs, principal, interest, or other than principal of the Loan, Obligations owing by the Borrower under this Agreement or any of the other Loan Documents if and to the extent the Borrower fails to promptly pay any such amounts as and when due, even if such charges Revolving Credit Advance would cause the balance of the Loan total Revolving Credit Advances to exceed the Loan Amount, (X) any Indebtedness of any Loan Party which is in default, is past due Borrowing Availability or the non-payment of which would allow the holder of such Indebtedness to retain, seize or foreclose on the obligor’s or any other Maximum Revolving Credit Loan Party’s cash or other assets, (Y) any Indebtedness as to which the holder has become entitled to retain or apply excess cash flow otherwise to be made available to the Borrower, Holdings or their respective Subsidiaries or Affiliates, whether due to a failure to satisfy a financial covenant or test or otherwise, and (Z) any other obligation or Indebtedness of any Loan Party pursuant to which any Loan Party has received a notice of default and is not contesting such default in good faith and with reasonable diligence or as to which the creditor has obtained a judgmentamount. At the Lender’s Agent's option and to the extent permitted by law, any advances so made shall constitute be deemed Revolving Credit Advances constituting part of the Revolving Credit Loan hereunder, and shall bear interest at the Default Rate plus 4.00% per annum (the “Protective Advance Default Rate”). (c) The Lender is authorized to, and at Lender’s election may, charge any Deposit Account account or deposit account maintained by Borrower for any payments of principal or interest when due.