Common use of Application of Payments and Collections Clause in Contracts

Application of Payments and Collections. All items of payment received by Agent by 12:00 noon, Chicago, Illinois, time, on any Business Day shall be deemed received on that Business Day. All items of payment received after 12:00 noon, Chicago, Illinois, time, on any Business Day shall be deemed received on the following Business Day. Borrower irrevocably waives the right to direct the application of any and all payments and collections at any time or times hereafter received by Agent from or on behalf of Borrower, and Borrower does hereby irrevocably agree that Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records. Amounts received by the Agent shall be for further credit to the accounts of Lenders pursuant to the settlement procedures contained in subsection 3.1.3 of this Agreement. Notwithstanding the foregoing, payments and collections shall not be applied to Obligations consisting of Derivative Obligations or Product Obligations at any time that any other Obligations are then due and payable. If as the result of collections of Accounts as authorized by subsection 6.2.4 hereof or otherwise, a credit balance exists in the Loan Account, such credit balance shall not accrue interest in favor of Borrower, but shall be disbursed to Borrower or otherwise at Borrower's direction in the manner set forth in subsection 3.1.2, upon Borrower's request at any time, so long as no Default or Event of Default then exists. Agent may at its option, offset such credit balance against any of the Obligations upon and during the continuance of an Event of Default.

Application of Payments and Collections. All items of payment Payment Items received by Agent by 12:00 noon, Chicago, Illinois, time, noon on any Business Day shall be deemed received on that Business Day. All items of payment Payment Items received by Agent after 12:00 noon, Chicago, Illinois, time, noon on any Business Day shall be deemed received on the following Business Day. Except to the extent that the manner of application to the Obligations of payments or proceeds of Collateral is expressly governed by other provisions of this Agreement, each Borrower irrevocably waives the right to direct the application of any and all payments and collections Collateral proceeds at any time or times hereafter received by Agent or any Lender from or on behalf of such Borrower, and each Borrower does hereby irrevocably agree that Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections Collateral proceeds received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records. Amounts received by the Agent shall be for further credit to the accounts of Lenders pursuant to the settlement procedures contained in subsection 3.1.3 of this Agreement. Notwithstanding the foregoing, payments and collections shall not be applied to Obligations consisting of Derivative Obligations or Product Obligations at any time that any other Obligations are then due and payable. If as the result of collections Agent’s collection of proceeds of Accounts and other Collateral as authorized by subsection 6.2.4 hereof or otherwise, Section 7.2.6 a credit balance exists in the Loan Accountexists, such credit balance shall not accrue interest in favor of BorrowerBorrowers, but shall be disbursed available to Borrower or otherwise at Borrower's direction in the manner set forth in subsection 3.1.2, upon Borrower's request Borrowers at any time, time or times for so long as no Default or Event of Default then exists. Agent may Lenders may, at its their option, offset such credit balance against any of the Obligations upon and during after the continuance occurrence of an Event of Default.

Application of Payments and Collections. All items of payment Payment Items received by Agent Lender by 12:00 noon, ChicagoMiami, Illinois, Florida time, on any Business Day shall be deemed received on that Business Day. All items of payment Payment Items received by Lender after 12:00 noon, ChicagoMiami, Illinois, Florida time, on any Business Day shall be deemed received on the following Business Day. Except to the extent that the manner of application to the Obligations of payments or proceeds of Collateral is expressly governed by other provisions of this Agreement, Borrower irrevocably waives the right to direct the application of any and all payments and collections Collateral proceeds at any time or times hereafter received by Agent Lender from or on behalf of Borrower, and Borrower does hereby irrevocably agree that Agent Lender shall have the continuing exclusive right to apply and reapply any and all such payments and collections Collateral proceeds received at any time or times hereafter by Agent Lender or its agent against the Obligations, in such manner as Agent Lender may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records. Amounts received by Without limiting the Agent shall be for further credit to the accounts generality of Lenders pursuant to the settlement procedures contained in subsection 3.1.3 of this Agreement. Notwithstanding the foregoing, Borrower acknowledges and agrees that Lender may apply all payments and collections shall not be applied Collateral proceeds to all of the Obligations consisting prior to application of Derivative Obligations or Product Obligations at any time that any other Obligations are then due and payablethe same to the Term Loan. If as the result of collections Lender's collection of proceeds of Accounts and other Collateral as authorized by subsection 6.2.4 hereof or otherwise, Section 7.2.5 a credit balance exists in the Loan Accountexists, such credit balance shall not accrue interest in favor of Borrower, but shall be disbursed available to Borrower or otherwise at Borrower's direction in the manner set forth in subsection 3.1.2, upon Borrower's request at any time, time or times for so long as no Default or Event of Default then exists. Agent may Lender may, at its option, offset such credit balance against any of the Obligations upon and during after the continuance occurrence of an Event of Default.

Application of Payments and Collections. All items of payment received by Agent by 12:00 noon, Chicago, Illinois, Los Angeles time, on any Business Day shall be deemed received on that Business Day. All items of payment received after 12:00 noon, Chicago, Illinois, Los Angeles time, on any Business Day shall be deemed received on the following Business Day. Borrower irrevocably waives the right to direct the application of any and all payments and collections at any time or times hereafter received by Agent from or on behalf of BorrowerBorrower or any Guarantor, and Borrower does hereby irrevocably agree that Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records. Amounts received by the Agent shall be for further credit to the accounts of Lenders pursuant to the settlement procedures contained in subsection 3.1.3 of this Agreement. Notwithstanding the foregoing, payments and collections shall not be applied to Obligations consisting of Derivative Obligations or Product Obligations at any time that any other Obligations are then due and payable. If as the result of collections of Accounts as authorized by subsection Subsection 6.2.4 hereof or otherwise, a credit balance exists in the Loan Account, such credit balance shall not accrue interest in favor of Borrower, but shall be disbursed to Borrower or otherwise at Borrower's direction in the manner set forth in subsection Subsection 3.1.2, upon Borrower's request at any time, so long as no Default or Event of Default then exists. Agent may at its option, offset such credit balance against any of the Obligations upon and during the continuance of an Event of Default.

Application of Payments and Collections. (a) All items of payment amounts received by the Collateral Monitoring Agent by 12:00 noon, Chicago, Illinois, timefor the account of the Borrower pursuant to Section 2.21 or otherwise shall, on any Business Day shall be deemed received on that each Business Day. All items , be (i) applied to Fees which are at such time due and unpaid; then (ii) applied to amounts payable pursuant to Section 2.26; then (iii) applied pro rata among the Lenders to reduce the amount of payment received after 12:00 noonany outstanding Loans; then (iv) applied to prepay, Chicagoin the case of liquidation only, Illinoiswith any applicable prepayment or "breakage" fee, timeall Acceptances; (v) held by the Collateral Monitoring Agent as collateral to secure any outstanding L/Cs, on any Business Day shall be deemed received on Acceptances (other than in the following Business Day. case of a liquidation), Steamship Guaranties and Airway Releases; then (vi) only if all Loans have been repaid, all Acceptances prepaid (in the case of a liquidation) and all L/Cs, Acceptances (other than in the case of a liquidation), Steamship Guaranties and Airway Releases are fully secured by amounts held by the Collateral Monitoring Agent pursuant to clause (iii) above, credited to the Borrower's demand deposit account maintained with the Agent. (b) Notwithstanding anything else in this Section 2.22 or in this Agreement to the contrary, the Borrower irrevocably waives the right to direct the application of any and all payments and collections at any time or times hereafter received by the Collateral Monitoring Agent from or on behalf of the Borrower, and . The Borrower does hereby irrevocably agree agrees that the Collateral Monitoring Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by the Collateral Monitoring Agent or its agent agents against the Obligations, Obligations in such manner as the Collateral Monitoring Agent may deem advisable, notwithstanding any entry by the Collateral Monitoring Agent or any Lender upon any of its books and records. Amounts received by the Agent . (c) Except as set forth in Sections 2.17 and 2.24 hereof, all payments and repayments made shall be for further credit applied first to the accounts of Lenders pursuant to the settlement procedures contained in subsection 3.1.3 of this Agreement. Notwithstanding the foregoingPrime Rate Loans, payments and collections shall not be applied to Obligations consisting Eurodollar Loans only to the extent any such payment exceeds the principal amount of Derivative Obligations or Product Obligations Prime Rate Loans outstanding at any the time that any other Obligations are then due and payable. If as the result of collections of Accounts as authorized by subsection 6.2.4 hereof or otherwise, a credit balance exists in the Loan Account, such credit balance shall not accrue interest in favor of Borrower, but shall be disbursed to Borrower or otherwise at Borrower's direction in the manner set forth in subsection 3.1.2, upon Borrower's request at any time, so long as no Default or Event of Default then exists. Agent may at its option, offset such credit balance against any of the Obligations upon and during the continuance of an Event of Defaultpayment.

Application of Payments and Collections. All items of payment received by Agent by 12:00 noon, Chicago, Illinois, noon Eastern time, on any Business Day shall be deemed received on that Business Day. All items of payment received after 12:00 noon, Chicago, Illinois, Eastern time, on any Business Day shall be deemed received on the following Business Day. Borrower All amounts paid in accordance with subsections 3.1.1(a)(ii) and 3.1.2(ii) shall be deemed received prior to 12:00 noon, Eastern Time, on the Business Day upon which such funds are disbursed by the Agent under subsection 3.1.2(ii). Borrowers irrevocably waives waive the right to direct the application of any and all payments and collections at any time or times hereafter received by Agent from or on behalf of BorrowerBorrowers, and Borrower does Borrowers do hereby irrevocably agree that Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records. Amounts received by the Agent shall be for further credit to the accounts of Lenders pursuant to the settlement procedures contained in subsection 3.1.3 of this Agreement. Notwithstanding the foregoing, payments and collections shall not be applied to Obligations consisting of Derivative Obligations or Product Obligations at any time that any other Obligations are then due and payable. If as the result of collections of Accounts as authorized by subsection 6.2.4 6.2.6 hereof or otherwise, a credit balance exists in the Loan Account, such credit balance shall not accrue interest in favor of BorrowerBorrowers, but shall be disbursed available to Borrower or otherwise at Borrower's direction in the manner set forth in subsection 3.1.2, upon Borrower's request Borrowers at any time, time or times for so long as no Default or Event of Default then exists. Agent may may, at its option, offset such credit balance against any of the Obligations upon and during after the continuance occurrence of an Event of Default.

Application of Payments and Collections. (a) All items of payment amounts received by the Collateral Monitoring Agent by 12:00 noon, Chicago, Illinois, timefor the account of the Borrower pursuant to Section 2.21 or otherwise shall, on any Business Day shall be deemed received on that each Business Day. All items , be (i) applied to Fees which are at such time due and unpaid; then (ii) applied to amounts payable pursuant to Section 2.26; then (iii) applied pro rata among the Lenders to reduce the amount of payment received after 12:00 noonany outstanding Loans; then (iv) applied to prepay, Chicagoin the case of liquidation only, Illinoiswith any applicable prepayment or "breakage" fee, timeall Acceptances; (v) held by the Collateral Monitoring Agent as collateral to secure any outstanding L/Cs, on any Business Day shall be deemed received on Acceptances (other than in the following Business Day. case of a liquidation), Steamship Guaranties and Airway Releases; then (vi) only if all Loans have been repaid, all Acceptances prepaid (in the case of a liquidation) and all L/Cs, Acceptances (other than in the case of a liquidation), Steamship Guaranties and Airway Releases are fully secured by amounts held by the Collateral Monitoring Agent pursuant to clause (iii) above, credited to the Borrower's demand deposit account maintained with the Agent. (b) Notwithstanding anything else in this Section 2.22 or in this Agreement to the contrary, the Borrower irrevocably waives the right to direct the application of any and all payments and collections at any time or times hereafter received by the Collateral Monitoring Agent from or on behalf of the Borrower, and . The Borrower does hereby irrevocably agree agrees that the Collateral Monitoring Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by the Collateral Monitoring Agent or its agent agents against the Obligations, Obligations in such manner as the Collateral Monitoring Agent may deem advisable, notwithstanding any entry by the Collateral Monitoring Agent or any Lender upon any of its books and records. Amounts received by the Agent . (c) Except as set forth in Sections 2.17 and 2.24, all payments and repayments made shall be for further credit applied first to the accounts of Lenders pursuant to the settlement procedures contained in subsection 3.1.3 of this Agreement. Notwithstanding the foregoingPrime Rate Loans, payments and collections shall not be applied to Obligations consisting Eurodollar Loans only to the extent any such payment exceeds the principal amount of Derivative Obligations or Product Obligations Prime Rate Loans outstanding at any the time that any other Obligations are then due and payable. If as the result of collections of Accounts as authorized by subsection 6.2.4 hereof or otherwise, a credit balance exists in the Loan Account, such credit balance shall not accrue interest in favor of Borrower, but shall be disbursed to Borrower or otherwise at Borrower's direction in the manner set forth in subsection 3.1.2, upon Borrower's request at any time, so long as no Default or Event of Default then exists. Agent may at its option, offset such credit balance against any of the Obligations upon and during the continuance of an Event of Defaultpayment.

Application of Payments and Collections. All items of payment received by Agent by 12:00 noon2:00 p.m., Chicago, Illinois, Los Angeles time, on any Business Day shall be deemed received on that Business Day. All items of payment received after 12:00 noon2:00 p.m., Chicago, Illinois, Los Angeles time, on any Business Day shall be deemed received on the following Business Day. Borrower Borrowers irrevocably waives waive the right to direct the application of any and all payments and collections at any time or times hereafter received by Agent from or on behalf of BorrowerBorrowers, and Borrower does Borrowers do hereby irrevocably agree that Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records. Amounts received by the Agent shall be for further credit to the accounts of Lenders pursuant to the settlement procedures contained in subsection 3.1.3 of this Agreement. Notwithstanding the foregoing, payments and collections shall not be applied to Obligations consisting of Derivative Obligations or Product Obligations at any time that any other Obligations are then due and payable. If as the result of collections of Accounts as authorized by subsection 6.2.4 hereof or otherwise, a credit balance exists in the Loan Account, such credit balance shall not accrue interest in favor of BorrowerBorrowers, but shall be disbursed to Borrower Borrowers or otherwise at Borrower's Borrowers' direction in the manner set forth in subsection 3.1.2, upon Borrower's Borrowers' request at any time, so long as no Default or Event of Default then exists. Agent may at its option, offset such credit balance against any of the Obligations upon and during the continuance of an Event of Default.

Application of Payments and Collections. All items of payment Payment Items received by Agent by 12:00 noon, Chicago, Illinois, time, noon on any Business Day shall be deemed received on that Business Day. All items of payment Payment Items received by Agent after 12:00 noon, Chicago, Illinois, time, noon on any Business Day shall be deemed received on the following Business Day. Except to the extent that the manner of application to the Obligations of payments or proceeds of Collateral is expressly governed by other provisions of this Agreement, Borrower irrevocably waives the right to direct the application of any and all payments and collections Collateral proceeds at any time or times hereafter received by Agent or any Lender from or on behalf of Borrower, and Borrower does hereby irrevocably agree that Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections Collateral proceeds received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records. Amounts received by the Agent shall be for further credit to the accounts of Lenders pursuant to the settlement procedures contained in subsection 3.1.3 of this Agreement. Notwithstanding the foregoing, payments and collections shall not be applied to Obligations consisting of Derivative Obligations or Product Obligations at any time that any other Obligations are then due and payable. If as the result of collections Agent's collection of proceeds of Accounts and other Collateral as authorized by subsection 6.2.4 hereof or otherwise, Section 7.2.6 a credit balance exists in the Loan Accountexists, such credit balance shall not accrue interest in favor of Borrower, but shall be disbursed available to Borrower or otherwise at Borrower's direction in the manner set forth in subsection 3.1.2, upon Borrower's request at any time, time or times for so long as no Default or Event of Default then exists. Agent may Lenders may, at its their option, offset such credit balance against any of the Obligations upon and during after the continuance occurrence of an Event of Default. Borrower may request that Agent and Lenders invest any credit balance in an interest-bearing account but Agent and Lenders shall have no obligation to do so, and if Agent and Lenders elect to do so in their sole discretion, Borrower acknowledges and agrees that Agent and Lenders shall have no liability to Borrower arising from such investments.

Application of Payments and Collections. All items of payment Payment Items received by Agent by 12:00 noon, Chicago, Illinois, time, noon on any Business Day shall be deemed received on that Business Day. All items of payment Payment Items received by Agent after 12:00 noon, Chicago, Illinois, time, noon on any Business Day shall be deemed received on the following Business Day. Except to the extent that the manner of application to the Obligations of payments or proceeds of Collateral is expressly governed by other provisions of this Agreement, each Borrower irrevocably waives the right to direct the application of any and all payments and collections Collateral proceeds at any time or times hereafter received by Agent or any Lender from or on behalf of such Borrower, and each Borrower does hereby irrevocably agree that Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections Collateral proceeds received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records. Amounts received ; provided, however, prior to commencement of an Activation Period, unless otherwise instructed by the Borrowers, Agent shall be for further credit not apply proceeds to pay any LIBOR Loan before the accounts last day of Lenders pursuant to the settlement procedures contained in subsection 3.1.3 of this Agreement. Notwithstanding the foregoing, payments and collections shall not be applied to Obligations consisting of Derivative Obligations or Product Obligations at any time that any other Obligations are then due and payableapplicable Interest Period. If as the result of collections Agent’s collection of proceeds of Accounts and other Collateral as authorized by subsection 6.2.4 hereof or otherwise, Section 7.2.6 a credit balance exists in the Loan Accountexists, such credit balance shall not accrue interest in favor of BorrowerBorrowers, but shall be disbursed available to Borrower or otherwise at Borrower's direction in the manner set forth in subsection 3.1.2, upon Borrower's request Borrowers at any time, time or times for so long as no Default or Event of Default then exists. Agent may Upon and during the occurrence of any Event of Default, Lenders may, at its their option, offset such credit balance against any of the Obligations upon and during the continuance of an Event of DefaultObligations.

Application of Payments and Collections. All items of payment Payment Items received by Agent by 12:00 noon, Chicago, Illinois, time, noon on any Business Day shall be deemed (other than Payment Items received on that Business Day. All items of payment received after 12:00 noon, Chicago, Illinois, time, on any Business Day by Agent in immediately available funds) shall be deemed received on the following next Business Day. All Payment Items received by Agent after - 45 - 51 12:00 noon on any Business Day (other than Payment Items received by Agent in immediately available funds) shall be deemed received on the second Business Day following such Business Day. Any Payment Item received by Agent in immediately available funds shall be deemed received on the same Business Day as when received. Except to the extent that the manner of application to the Obligations of payments or proceeds of Collateral is expressly governed by other provisions of this Agreement, each Borrower irrevocably waives the right to direct the application of any and all payments and collections at any time or times hereafter received by Agent or any Lender from or on behalf of such Borrower, and each Borrower does hereby irrevocably agree that Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records. Amounts received by the Agent shall be for further credit to the accounts of Lenders pursuant to the settlement procedures contained in subsection 3.1.3 of this Agreement. Notwithstanding the foregoing, payments and collections shall not be applied to Obligations consisting of Derivative Obligations or Product Obligations at any time that any other Obligations are then due and payable. If as the result of collections of Accounts as authorized by subsection 6.2.4 hereof or otherwise, Section 8.2.5 a credit balance exists in the Loan Accountexists, such credit balance shall not accrue interest in favor of BorrowerBorrowers, but shall be disbursed available to Borrower or otherwise at Borrower's direction in the manner set forth in subsection 3.1.2, upon Borrower's request Borrowers at any time, time or times for so long as no Default or Event of Default then exists. Agent may at its option, offset such credit balance against any of the Obligations upon and during the continuance of an Event of Default.

Application of Payments and Collections. All items of payment received by Agent by 12:00 noon, Chicago, Illinois, time, on any Business Day shall be deemed received on that Business Day. All items of payment received after 12:00 noon, Chicago, Illinois, time, on any Business Day shall be deemed received on the following Business Day. Borrower irrevocably waives the right to direct the application of any and all payments and collections at any time or times hereafter received by Agent or any Lender from or on behalf of Borrower, provided such payments and collections are first applied to the portion of the Obligations then due. Except as provided in the preceding sentence, Borrower does hereby irrevocably agree that Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records. Amounts received by the Agent shall be for further credit to the accounts of Lenders pursuant to the settlement procedures contained in subsection 3.1.3 of this Agreement. Notwithstanding the foregoing, so long as such payments and collections shall not be are first applied to the portion of the Obligations consisting of Derivative Obligations or Product Obligations at any time that any other Obligations are then due and payabledue. If as the result of collections of Accounts as authorized by subsection 6.2.4 SECTION 5.4 hereof or otherwise, a credit balance exists in the Loan Account, such credit balance shall not accrue interest in favor of Borrower, but shall be disbursed available to Borrower or otherwise at Borrower's direction in the manner set forth in subsection 3.1.2, upon Borrower's request at any time, time or times for so long as no Default or Event of Default then exists. Notwithstanding the foregoing, Agent may at its option, offset such credit balance against any of the Obligations upon and during or after the continuance occurrence of an Event of Default. Payments and collections received by Agent, for the benefit of Lenders, from the Dominion Account or otherwise in Chicago, Illinois (a) before 2:00 p.m. (Dallas, Texas time) on a Business Day shall be deemed received on such Business Day, and (b) after 2:00 p.m. (Dallas, Texas time) on a Business Day shall be deemed received on the next succeeding Business Day, in each case for purposes of determining the amount of Revolving Credit Loans available for borrowing hereunder and for purposes of computing interest on the Loans (subject in each case to final payment of all items and collections received in form other than immediately available funds).

Application of Payments and Collections. All items of payment received by Agent Lender by 12:00 noon, Chicago, Illinois, Chicago time, on any Business Day shall be deemed received on that Business Day. All items of payment received after 12:00 noon, Chicago, Illinois, Chicago time, on any Business Day shall be deemed received on the following Business Day. For the purpose of computing interest hereunder, all items of payment received by Lender shall be deemed applied by Lender on account of the Obligations (subject to final payment of such items) on the first Business Day after receipt of such item in immediately good funds. Borrower irrevocably waives the right to direct the application of any and all payments and collections at any time or times hereafter received by Agent Lender from or on behalf of Borrower, and after the occurrence and during the continuation of an Event of Default, Borrower does hereby irrevocably agree that Agent Lender shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent Lender or its agent against the Obligations, in such manner as Agent Lender may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records. Amounts received by the Agent shall be for further credit to the accounts of Lenders pursuant to the settlement procedures contained in subsection 3.1.3 of this Agreement. Notwithstanding the foregoing, payments and collections shall not be applied to Obligations consisting of Derivative Obligations or Product Obligations at any time that any other Obligations are then due and payable. If as the result of collections of Accounts as authorized by subsection 6.2.4 6.2.6 hereof or otherwise, a credit balance exists in the Loan Account, such credit balance shall not accrue interest in favor of Borrower, but shall be disbursed available to Borrower or otherwise at Borrower's direction in the manner set forth in subsection 3.1.2, upon Borrower's request at any time, time or times for so long as no Default or Event of Default then exists. Agent may Such credit balance shall not be applied or be deemed to have been applied as a prepayment of the Term Loan, except that Lender may, at its option, offset such credit balance against any of the Obligations upon and during the continuance continuation of an Event of Default.

Application of Payments and Collections. All items of payment Payment Items received by Agent by 12:00 noon, Chicago, Illinois, time, noon on any Business Day shall be deemed received on that Business Day. All items of payment Payment Items received by Agent after 12:00 noon, Chicago, Illinois, time, noon on any Business Day shall be deemed received on the following Business Day. Except to the extent that the manner of application to the Obligations of payments or proceeds of Collateral is expressly governed by other provisions of this Agreement, each Borrower irrevocably waives the right to direct the application of any and all payments and collections Collateral proceeds at any time or times hereafter received by Agent or any Lender from or on behalf of such Borrower, and each Borrower does hereby irrevocably agree that Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections Collateral proceeds received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records. Amounts received by the Agent shall be for further credit to the accounts of Lenders pursuant to the settlement procedures contained in subsection 3.1.3 of this Agreement. Notwithstanding the foregoing, payments and collections shall not be applied to Obligations consisting of Derivative Obligations or Product Obligations at any time that any other Obligations are then due and payable. If as the result of collections Agent's collection of proceeds of Accounts and other Collateral as authorized by subsection 6.2.4 hereof or otherwise, Section 7.2.6 a credit balance exists in the Loan Accountexists, such credit balance shall not accrue interest in favor of BorrowerBorrowers, but shall be disbursed available to Borrower or otherwise at Borrower's direction in the manner set forth in subsection 3.1.2, upon Borrower's request Borrowers at any time, time or times for so long as no Default or Event of Default then exists. Agent may Lenders may, at its their option, offset such credit balance against any of the Obligations upon and during after the continuance occurrence of an Event of Default.

Application of Payments and Collections. All items of payment received by Agent by 12:00 noon, Chicago, Illinois, Chicago time, on any Business Day shall be deemed received on that Business Day. All items of payment received after 12:00 noon, Chicago, Illinois, Chicago time, on any Business Day shall be deemed received on the following Business Day. For the purpose of computing interest hereunder, all items of payment received by Agent shall be deemed applied by Agent on an account of the Obligations (subject to final payment of such items) on the first Business Day after receipt of such item in immediately good funds. Borrower irrevocably waives the right to direct the application of any and all payments and collections at any time or times hereafter received by Agent from or on behalf of Borrower, and Borrower does hereby irrevocably agree that Agent shall shall, after the occurrence and during the continuation of an Event of Default, have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records. Amounts received by the Agent shall be for further credit to the accounts of Lenders pursuant to the settlement procedures contained in subsection 3.1.3 of this Agreement. Notwithstanding the foregoing, payments and collections shall not be applied to Obligations consisting of Derivative Obligations or Product Obligations at any time that any other Obligations are then due and payable. If as the result of collections of Accounts as authorized by subsection 6.2.4 Section 6.2.6 hereof or otherwise, a credit balance exists in the Loan Account, such credit balance shall not accrue interest in favor of Borrower, but shall be disbursed available to Borrower or otherwise at Borrower's direction in the manner set forth in subsection 3.1.2, upon Borrower's request at any time, time or times for so long as no Default or Event of Default then exists. Such credit balance shall not be applied or be deemed to have been applied as a prepayment of the Term Loan A or Term Loans B, except that Agent may may, at its option, offset such credit balance against any of the Obligations upon and during after the continuance occurrence of an Event of Default.

Application of Payments and Collections. All items of payment received by Agent Lender by 12:00 noonnoon (Dallas, Chicago, Illinois, Texas time, ) on any Business Day shall be deemed received on that Business Day. All items of payment received after 12:00 noonnoon (Dallas, Chicago, Illinois, Texas time, ) on any Business Day shall be deemed received on the following Business Day. Upon receipt by Lender, the proceeds of items deposited to the Dominion Account shall be applied to payment of the Obligations in accordance with this Agreement. Each Borrower irrevocably waives the right to direct the application of any and all payments and collections at any time or times hereafter received by Agent Lender from or on behalf of Borrower, any Borrower and each Borrower does hereby irrevocably agree that Agent Lender shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent Lender or its agent against the Obligations, in such manner as Agent Lender may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records. Amounts received by the Agent shall be for further credit to the accounts of Lenders pursuant to the settlement procedures contained in subsection 3.1.3 of this Agreement. Notwithstanding the foregoing, payments and collections shall not be applied to Obligations consisting of Derivative Obligations or Product Obligations at any time that any other Obligations are then due and payable. If as the result of collections of Accounts as authorized by subsection 6.2.4 hereof or otherwise, Section 6.2.6 a credit balance exists in the Loan Account, such credit balance shall not accrue interest in favor of any Borrower, but shall be disbursed available to Borrower or otherwise at Borrower's direction in the manner set forth in subsection 3.1.2, upon Borrower's request Borrowers at any time, time or times for so long as no Default or Event of Default then exists. Agent may Lender may, at its option, offset such credit balance against any of the Obligations upon and during after the continuance occurrence of an Event of Default.

Application of Payments and Collections. All items of payment received by Agent Lender by 12:00 noon2:00 p.m., ChicagoHartford, IllinoisConnecticut, time, on any Business Day shall be deemed received on that Business Day. All items of payment received after 12:00 noon2:00 p.m., ChicagoHartford, IllinoisConnecticut, time, on any Business Day shall be deemed received on the following Business Day. Notwithstanding the foregoing, although all items of payment will be deemed received in accordance with the previous two sentences, for the purposes of computations of interest, items of payment shall not be deemed to be collected until one (1) day after they are deemed received by Lender. During any period in which an Event of Default exists, Borrower irrevocably waives the right to direct the application of any and all payments and collections at any time or times hereafter received by Agent Lender from or on behalf of Borrower, and Borrower does hereby irrevocably agree that Agent that, subject to subsection 3.2.1(i), Lender shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent Lender or its agent against the Obligations, in such manner as Agent Lender may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records. Amounts received by the Agent shall be for further credit to the accounts of Lenders pursuant to the settlement procedures contained in subsection 3.1.3 of this Agreement. Notwithstanding the foregoing, payments and collections shall not be applied to Obligations consisting of Derivative Obligations or Product Obligations at any time that any other Obligations are then due and payable. If as the result of collections of Accounts as authorized by subsection 6.2.4 3.4.3 hereof or otherwise, a credit balance exists in the Loan Account, such credit balance shall not accrue interest in favor of Borrower, but shall be disbursed available to Borrower or otherwise and transferred from time to time and/or at Borrower's direction in the manner set forth in subsection 3.1.2, upon request to Borrower's request operating account at any time, time or times for so long as no Default or Event of Default then exists. Agent may at its option, offset such credit balance against any of the Obligations upon and during the continuance of an Event of Default.

Application of Payments and Collections. All items of payment received by Agent by 12:00 noon, Chicago, Illinois, Chicago time, on any Business Day shall be deemed received on that Business Day. All items of payment received after 12:00 noon, Chicago, Illinois, Chicago time, on any Business Day shall be deemed received on the following Business Day. For the purpose of computing interest hereunder, all items of payment received by Agent shall be deemed applied by Agent on account of the Obligations (subject to final payment of such items) on the first Business Day after receipt of such item in immediately good funds. If an Event of Default exists and is continuing, Borrower irrevocably waives the right to direct the application of any and all payments and collections at any time or times hereafter received by Agent from or on behalf of Borrower, and Borrower does hereby irrevocably agree that Agent shall shall, after the occurrence and during the continuation of an Event of Default, have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records. Amounts received by the Agent shall be for further credit to the accounts of Lenders pursuant to the settlement procedures contained in subsection 3.1.3 of this Agreement. Notwithstanding the foregoing, payments and collections shall not be applied to Obligations consisting of Derivative Obligations or Product Obligations at any time that any other Obligations are then due and payable. If as the result of collections of Accounts as authorized by subsection 6.2.4 Section 6.2.6 hereof or otherwise, a credit balance exists in the Loan Account, such credit balance shall not accrue interest in favor of Borrower, but shall be disbursed available to Borrower or otherwise at Borrower's direction in the manner set forth in subsection 3.1.2, upon Borrower's request at any time, time or times for so long as no Default or Event of Default then exists. Such credit balance shall not be applied or be deemed to have been applied as a prepayment of Term Loan A or Term Loan B, except that Agent may may, at its option, offset such credit balance against any of the Obligations upon and during after the continuance occurrence of an Event of Default.

Application of Payments and Collections. All items of payment Payment Items received by Agent by 12:00 noon, Chicago, Illinois, time, noon on any Business Day shall be deemed received on that Business Day. All items of payment Payment Items received by Agent after 12:00 noon, Chicago, Illinois, time, noon on any Business Day shall be deemed received on the following Business Day. Except to the extent that the manner of application to the Obligations of payments or proceeds of Collateral is expressly governed by other provisions of this Agreement, each Borrower irrevocably waives the right to direct the application of any and all payments and collections Collateral proceeds at any time or times hereafter received by Agent or any Lender from or on behalf of such Borrower, and each Borrower does hereby irrevocably agree that Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections Collateral proceeds received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records. Amounts received ; provided, however, prior to commencement of an Activation Period, unless otherwise instructed by the Borrowers, Agent shall be for further credit not apply proceeds to pay any LIBOR Loan before the accounts last day of Lenders pursuant to the settlement procedures contained in subsection 3.1.3 of this Agreement. Notwithstanding the foregoing, payments and collections shall not be applied to Obligations consisting of Derivative Obligations or Product Obligations at any time that any other Obligations are then due and payableapplicable Interest Period. If as the result of collections Agent’s collection of proceeds of Accounts and other Collateral and the application thereof as authorized by subsection 6.2.4 hereof or otherwise, Sections 7.2.5 and 7.2.6 a credit balance exists in the Loan Accountexists, such credit balance shall not accrue interest in favor of BorrowerBorrowers, but shall be disbursed available to Borrower or otherwise at Borrower's direction in the manner set forth in subsection 3.1.2, upon Borrower's request Borrowers at any time, time or times for so long as no Default or Event of Default then exists. Agent may Upon and during the occurrence of any Event of Default, Lenders may, at its their option, offset such credit balance against any of the Obligations upon and during the continuance of an Event of DefaultObligations.

Application of Payments and Collections. All For purposes of calculating Availability, all items of payment received by Administrative Agent by 12:00 noon, Chicago, Illinois, 1:00 p.m. (New York time, ) on any Business Day shall be deemed received on that Business Day. All items of payment received in immediately available funds after 12:00 noon, Chicago, Illinois, 1:00 p.m. (New York time, ) on any Business Day shall be deemed received on the following Business Day. Borrower irrevocably waives the right to direct the application of any and all payments and collections at any time or times hereafter received by Administrative Agent or any other member of the Lender Group from or on behalf of Borrower, and Borrower does 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 or times hereafter by Administrative Agent or its agent the other members of the Lender Group (or their respective agents) against the Obligations, in such manner as Agent may deem advisableis set forth in Section 6.2.6 hereof, notwithstanding any entry by Administrative Agent or any Lender upon any of its books and records. Amounts received by the Agent shall be for further credit to the accounts of Lenders pursuant to the settlement procedures contained in subsection 3.1.3 of this Agreement. Notwithstanding the foregoing, payments and collections shall not be applied to Obligations consisting of Derivative Obligations or Product Obligations at any time that any other Obligations are then due and payable. If as the result of collections of Accounts as authorized by subsection 6.2.4 Section 6.2.6 hereof or otherwise, a credit balance exists in the Loan Account, such credit balance shall not accrue interest in favor of Borrower, but shall be disbursed available to Borrower or otherwise at Borrower's direction in the manner set forth in subsection 3.1.2, upon Borrower's request at any time, time or times for so long as no Default or Event of Default then exists. Such credit balance shall not be applied or be deemed to have been applied as a prepayment of the Term Loans, except that Administrative Agent (on the written direction by the Required Lenders) may at its option, offset such credit balance against any of the Obligations upon and after the occurrence and during the continuance of an Event of Default.

Application of Payments and Collections. All items of payment received by Agent by 12:00 noon2:00 p.m., Chicago, Illinois, timePacific Time, on any Business Day shall be deemed received on that Business Day. All items of payment received after 12:00 noon2:00 p.m., Chicago, Illinois, timePacific Time, on any Business Day shall be deemed received on the following Business Day. Borrower Borrowers irrevocably waives waive the right to direct the application of any and all payments and collections at any time or times hereafter received by Agent from or on behalf of BorrowerBorrowers, and Borrower does Borrowers do hereby irrevocably agree that Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records. Amounts received by the Agent shall be for further credit to the accounts of Lenders pursuant to the settlement procedures contained in subsection 3.1.3 of this Agreement. Notwithstanding the foregoing, payments and collections shall not be applied to Obligations consisting of Derivative Obligations or Product Obligations at any time that any other Obligations are then due and payable. If as the result of collections of Accounts as authorized by subsection 6.2.4 6.2.3 hereof or otherwise, a credit balance exists in the Loan Account, such credit balance shall not accrue interest in favor of BorrowerBorrowers, but shall be disbursed to Borrower Borrowers or otherwise at Borrower's Borrowers’ direction in the manner set forth in subsection 3.1.2, upon Borrower's Borrowers’ request at any time, so long as no Default or Event of Default then exists. Agent may at its option, offset such credit balance against any of the Obligations upon and during the continuance of an Event of Default.

Application of Payments and Collections. All Except as otherwise provided in this Agreement or any other Loan Document, all items of payment received by Agent by 12:00 noon, Chicago, Illinois, time, on any Business Day shall be deemed received on that Business Day. All items of payment received after 12:00 noon, Chicago, Illinois, time, on any Business Day shall be deemed received on the following Business Day. Borrower irrevocably waives the right to direct the application of any and all payments and collections at any time or times hereafter received by Agent from or on behalf of Borrower, and Borrower does hereby irrevocably agree that Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records. Amounts received by the Agent shall be for further credit to the accounts of Lenders pursuant to the settlement procedures contained in subsection 3.1.3 of this Agreement. Notwithstanding the foregoing, payments and collections shall not be applied to Obligations consisting of Derivative Obligations or Product Obligations at any time that any other Obligations are then due and payable. If as the result of collections of Accounts as authorized by subsection 6.2.4 hereof or otherwise, a credit balance exists in the Loan Account, such credit balance shall not accrue interest in favor of Borrower, but shall be disbursed to Borrower or otherwise at Borrower's direction in the manner set forth in subsection 3.1.2, upon Borrower's request at any time, so long as no Default or Event of Default then exists. Agent may at its option, offset such credit balance against any of the Obligations upon and during the continuance of an Event of Default.

Application of Payments and Collections. All items of payment received by Agent by 12:00 noon(a) Except as otherwise provided in this Section 3.7, Chicago, Illinois, time, on any Business Day shall be deemed received on that Business Day. All items of payment received after 12:00 noon, Chicago, Illinois, time, on any Business Day shall be deemed received on the following Business Day. Borrower irrevocably waives the right to direct the application of any and all payments and collections at any time or times hereafter received by Agent or Lenders from or on behalf of Borrower, and Borrower does hereby irrevocably agree that Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records. Amounts received by the Agent shall be for further credit to the accounts of Lenders pursuant to the settlement procedures contained in subsection 3.1.3 of this Agreement. Notwithstanding the foregoing, payments and collections shall not be applied to Obligations consisting of Derivative Obligations or Product Obligations at any time that any other Obligations are then due and payable. If as the result of collections of Accounts as authorized by subsection 6.2.4 hereof or otherwise, Section 5.2 a credit balance exists in the Loan AccountAccount with respect to the Revolving Credit Commitment, such credit balance shall not accrue interest in favor of Borrower, but shall be disbursed returned to Borrower or otherwise at Borrower's direction in the manner set forth in subsection 3.1.2, upon Borrower's request at any time, within one (1) Business Day for so long as no Default or Event of Default then exists. Agent may at its option, offset such any credit balance against any of the Obligations upon and during or after the continuance occurrence of an Event of Default. Payments and collections received by Agent from the Dominion Account or otherwise in Houston, Texas (a) before 2:00 p.m. Central Standard Time on a Business Day shall be deemed received on such Business Day, and (b) after 2:00 p.m. Central Standard Time on a Business Day shall be deemed received on the next succeeding Business Day, in each case for purposes of determining the amount of Revolving Loans available for borrowing hereunder and for purposes of computing interest on the Loans (subject in each case to final payment of all items and collections received in form other than immediately available funds). For so long as no Event of Default has occurred, all payments and collections deposited into the Dominion Account shall be transferred to a bank account specified by Borrower, and upon the occurrence of an Event of Default, Agent may, in its sole discretion, direct all such payments and collections to be transferred to a bank account specified by Agent. (a) All monies to be applied to the Obligations, other than as expressly provided for elsewhere in this Agreement, whether such monies represent voluntary payments by the Borrower or are received pursuant to demand for payment or realized from any disposition of Collateral, shall be allocated among the Agent and such of the Lenders and other holders of the Obligations as are entitled thereto (and, with respect to monies allocated to the Lenders, on a ratable basis unless otherwise provided in this Section 3.7): (i) to pay principal and accrued interest on any Overadvance; (ii) second, to the Agent to pay the amount of expenses that have not been reimbursed to the Agent by the Borrower or the Lenders, together with interest accrued thereon; (iii) third, to the Agent to pay any indemnified amount that has not been paid to the Agent by the Borrower or the Lenders, together with interest accrued thereon; (iv) fourth, to the Agent to pay any fees due and payable to the Agent under this Agreement; (v) fifth, to the Lenders for any indemnified amount that they have paid to the Agent and for any expenses that they have reimbursed to the Agent; (vi) sixth, to the Lenders to pay any fees due and payable to the Lenders under this Agreement; (vii) seventh, in payment of the unpaid principal and accrued interest in respect of the Loans and (viii) eighth, any other Obligations then outstanding and held by any Lender to be shared among the Lenders on a ratable basis, or on such other basis as may be agreed upon in writing by all of the Lenders (which agreement or agreements may be entered into without notice to or the consent or approval of the Borrower). The allocations set forth in this Section 3.7 are solely to determine the rights and priorities of the Agent and the Lenders as among themselves and may be changed by the Agent and the Lenders without notice to or the consent or approval of the Borrower or any other Person.

Application of Payments and Collections. All items (a) Subject to the provisions of payment subsection (b) below or any agreement of the Administrative Agent and the Banks to the contrary, all payments and prepayments and any other amounts received by the Administrative Agent by 12:00 noonfrom or for the benefit of the Borrower shall be applied, Chicagofirst, Illinois, time, to pay principal of and interest on any Business Day amounts which may have been advanced by the Administrative Agent on behalf of any Bank for which the Administrative Agent has not then been reimbursed by such Bank or the Borrower, second, to pay all other obligations in respect of fees, expenses, reimbursements or indemnities then due and payable, third, to pay interest then due in respect of the Loans, and fourth, to pay the principal of the Loans then due and payable. (b) After the occurrence of an Event of Default and while the same is continuing, the Administrative Agent shall, unless the Administrative Agent and the Banks shall agree otherwise, apply all payments and prepayments in respect of any Obligations hereunder in the following order: FIRST, to pay interest on and then principal of any amounts which the Administrative Agent may have advanced on behalf of any Bank for which the Administrative Agent has not then been reimbursed by such Bank or the Borrower; SECOND, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Administrative Agent; THIRD, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Banks; FOURTH, to the payment of interest accrued on all Loans and Swing Loans and any amounts due pursuant to Sections 2.5 and 2.6, to be deemed received on that Business Day. All items of payment received after 12:00 noon, Chicago, Illinois, time, on any Business Day shall be deemed received allocated among the Banks pro rata based on the following Business Day. Borrower respective aggregate amounts of such accrued interest and amounts owed to them; and FIFTH, to the payment of the outstanding principal amounts of all Loans and Swing Loans and to the provision of cash collateral for Unfunded Obligations, to be allocated pro rata based on the respective outstanding principal amounts of the Loans and the aggregate outstanding Unfunded Obligations. (c) Each of the Banks hereby irrevocably waives designates the right to direct Administrative Agent its attorney in fact for the application purpose of receiving any and all payments and collections at any time or times hereafter received to be made to such Bank in respect of Obligations held by Agent from or on behalf of Borrowerit, and Borrower does hereby irrevocably agree directs each payor of any such payment to make such payment to the Administrative Agent; and each of the Banks hereby further agrees that Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisableif, notwithstanding the foregoing, it should receive any entry by Agent or any Lender upon any of its books such payment, it shall hold such payment in trust for, and records. Amounts received by promptly deliver such payment to, the Agent shall be for further credit to the accounts of Lenders pursuant to the settlement procedures contained in subsection 3.1.3 of this AgreementAdministrative Agent. Notwithstanding the foregoing, payments and collections this Section 2.13(c) shall not be applied only apply to Obligations consisting LaSalle in respect of Derivative Obligations or Product Obligations at any time that any other Obligations are then due and payable. If as Swing Loans after the result of collections of Accounts as authorized by subsection 6.2.4 hereof or otherwise, a credit balance exists in the Loan Account, such credit balance shall not accrue interest in favor of Borrower, but shall be disbursed to Borrower or otherwise at Borrower's direction in the manner set forth in subsection 3.1.2, upon Borrower's request at any time, so long as no Default or Event of Default then exists. Agent may at its option, offset such credit balance against any of the Obligations upon and during the continuance occurrence of an Event of DefaultDefault and while the same is continuing. (d) Whenever any portion of any payment received or amount realized by the Administrative Agent is applied pursuant to FIFTH of clause (b) above, the part thereof allocated to Unfunded Obligations shall be held by the Administrative Agent for the benefit of the Issuing Bank and the Banks. Pending distribution of such amounts, the Administrative Agent shall hold such amounts in the Cash Account pursuant to Section 2.12(f). (e) The Administrative Agent shall promptly distribute to each Bank at its primary address set forth on the appropriate signature page hereof or at such other address as a Bank may designate to the Administrative Agent in writing, such funds as such Bank may be entitled to receive.

Application of Payments and Collections. All items of payment Payment Items received --------------------------------------- by Agent by 12:00 noon, Chicago, Illinois, time, noon on any Business Day shall be deemed received on that Business Day. All items payments or other forms of payment received by Agent after 12:00 noon, Chicago, Illinois, time, noon on any Business Day shall be deemed received on the following Business Day. Except to the extent that the manner of application to the Obligations of payments or proceeds of Collateral is expressly governed by other provisions of this Agreement or the DIP Orders, Borrower irrevocably waives the right to direct the application of any and all payments and collections at any time or times hereafter received by Agent or any Lender from or on behalf of Borrower, and Borrower does hereby irrevocably agree agrees that Agent and Lenders shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent Agent, Lenders or its agent any of their agents against the ObligationsObligations or Pre-Petition Debt, in such manner as Agent and Lenders may deem advisable, notwithstanding any entry by Agent or any Lender and Lenders upon any of its their books and records. Amounts received by the Agent shall be for further credit to the accounts of Lenders pursuant to the settlement procedures contained in subsection 3.1.3 of this Agreement. Notwithstanding the foregoing, payments and collections shall not be applied to Obligations consisting of Derivative Obligations or Product Obligations at any time that any other Obligations are then due and payable. If as the result of collections of Accounts as authorized by subsection 6.2.4 hereof or otherwise, Section 7.2.2 a credit balance exists in the Loan Accountexists, such credit balance shall not accrue interest in favor of Borrower, but shall be disbursed available to Borrower or otherwise at Borrower's direction in the manner set forth in subsection 3.1.2, upon Borrower's request at any time, time or times for so long as no Default or Event of Default then exists. Agent may at its option, offset such credit balance against any of the Obligations upon and during the continuance of an Event of Default.

Application of Payments and Collections. All items of payment received by Agent by 12:00 noon, Chicago, Illinois, Chicago time, on any Business Day shall be deemed received on that Business Day. All items of payment received after 12:00 noon, Chicago, Illinois, Chicago time, on any Business Day shall be deemed received on the following Business Day. For the purpose of computing interest hereunder, all items of payment received by Agent shall be deemed applied by Agent on account of the Obligations (subject to final payment of such items) on the first Business Day after receipt of such item in immediately good funds. After the occurrence and during the continuance of an Event of Default, Borrower irrevocably waives the right to direct the application of any and all payments and collections at any time or times hereafter received by Agent from or on behalf of Borrower, and Borrower does hereby irrevocably agree that that, subject to Borrower's rights under Section 3.2.1 and 6.4.2, Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records. Amounts received by the Agent shall be for further credit to the accounts of Lenders pursuant to the settlement procedures contained in subsection 3.1.3 of this Agreement. Notwithstanding the foregoing, payments and collections shall not be applied to Obligations consisting of Derivative Obligations or Product Obligations at any time that any other Obligations are then due and payable. If as the result of collections of Accounts as authorized by subsection 6.2.4 Section 6.2.6 hereof or otherwise, a credit balance exists in the Loan Account, Agent shall use its commercially reasonable best efforts to give Borrower prompt notice (which may be oral) of any such credit balance. Such credit balance shall not accrue interest in favor of Borrower, but shall be disbursed available to Borrower or otherwise at Borrower's direction in the manner set forth in subsection 3.1.2, upon Borrower's request at any time, time or times for so long as no Default or Event of Default then exists. Such credit balance shall not be applied or be deemed to have been applied as a prepayment of the Acquisition Loans or the Acquisition Term Loans, except that Agent may may, at its option, offset such credit balance against any of the Obligations upon after the occurrence and during the continuance of an Event of Default.

Application of Payments and Collections. All items of payment received by Agent by 12:00 noon, Chicago, Illinois, time, on any Business Day shall be deemed received on that Business Day. All items of payment received after 12:00 noon, Chicago, Illinois, time, on any Business Day shall be deemed received on the following Business Day. Each Borrower irrevocably waives the right right, during any period for which an Event of Default exists, to direct the application by Agent of any and all payments and collections at any time or times hereafter received by Agent or any Lender from or on behalf of such or any other Borrower, and each Borrower does hereby irrevocably agree that that, subject to subsection 3.2(a)(i), Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent Agent, any Lender or its agent any of their respective agents against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records. Amounts received by the Agent shall be for further credit to the accounts of Lenders pursuant to the settlement procedures contained in subsection 3.1.3 of this Agreement. Notwithstanding the foregoingIf, payments and collections shall not be applied to Obligations consisting of Derivative Obligations or Product Obligations at any time that any other Obligations are then due and payable. If as the result of collections of Accounts as authorized by subsection 6.2.4 hereof or otherwiseherein, a credit balance exists in the Loan Account, such credit balance shall not accrue interest in favor of BorrowerBorrowers, but shall be disbursed available to Borrower or otherwise at Borrower's direction in the manner set forth in subsection 3.1.2, upon Borrower's request Borrowers at any time, time or times for so long as no Default or Event of Default then exists. Such credit balance shall not be applied or be deemed to have been applied as a prepayment of the Term Loans, except that the Agent may or Majority Lenders may, at its their option, offset such credit balance against any of the Obligations upon and during the continuance of an Event of Default.

Application of Payments and Collections. All Subject to subsection 2.2 of this Agreement, all items of payment received by Agent Lender by 12:00 noon, Chicago, Illinois, 2:00 p.m. Eastern time, on any Business Day shall be deemed received on that Business Day. All items of payment received after 12:00 noon, Chicago, Illinois, 2:00 p.m. Eastern time, on any Business Day shall be deemed received on the following Business Day. Until payment in full of all Obligations and termination of this Agreement, Borrower irrevocably waives (except as expressly provided for in this Agreement or otherwise by Lender) the right to direct the application of any and all payments and collections at any time or times hereafter received by Agent Lender from or on behalf of Borrower, and Borrower does hereby irrevocably agree that Agent Lender shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent Lender or its agent against the Obligations, in such manner as Agent Lender may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records. Amounts received by the Agent shall be for further credit to the accounts of Lenders pursuant to the settlement procedures contained in subsection 3.1.3 of this Agreement. Notwithstanding the foregoing, payments and collections prior to the occurrence of an Event of Default, Borrower shall not be entitled to direct whether a payment of principal be applied to Obligations consisting of Derivative Obligations the Supplemental Loan or Product Obligations at any time that the Revolving Credit Loans provided such application does not contravene any other Obligations are then due and payablerequirement for application expressly set forth in this Agreement. If If, as the result of receipt of proceeds or collections of Accounts Collateral as authorized by subsection 6.2.4 hereof or otherwise6.2.6 hereof, a credit balance exists in the Loan Account, such credit balance shall not accrue interest in favor of Borrower, but shall be disbursed available to Borrower or otherwise at Borrower's direction in the manner set forth in subsection 3.1.2, upon Borrower's request at any time, time or times for so long as no Default or Event of Default then exists. Agent may at its option, offset such Such credit balance against may be applied to and offset any of the Obligations upon and during the continuance of an Event of Defaultarising from time to time.

Application of Payments and Collections. All items If there has not occurred an Event of Default which is continuing, all payments and collections shall be applied against the Obligations, which are due and payable at the time of payment received and/or collections, (i) as provided herein or (ii) if no specific provision therefor is contained herein, then as directed by Agent by 12:00 noonBorrowers. After the occurrence and during the continuation of an Event of Default, Chicago, Illinois, time, on any Business Day shall be deemed received on that Business Day. All items of payment received after 12:00 noon, Chicago, Illinois, time, on any Business Day shall be deemed received on the following Business Day. Borrower (i) Borrowers irrevocably waives waive the right to direct the application of any and all payments and collections at any time or times hereafter thereafter received by Agent or any Lender from or on behalf of BorrowerBorrowers, and Borrower does (ii) Borrowers do hereby irrevocably agree that Agent or any Lender shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter thereafter by Agent or its agent any Lender against the Obligations, in such manner as Agent or Required Lenders may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records. Amounts received by the Agent shall be for further credit to the accounts of Lenders pursuant to the settlement procedures contained in subsection 3.1.3 of this Agreement. Notwithstanding the foregoing, payments and collections shall not be applied to Obligations consisting of Derivative Obligations or Product Obligations at any time that any other Obligations are then due and payable. If as the result of collections of Accounts as authorized by subsection 6.2.4 Section 5.1 hereof or otherwise, a credit balance exists in the Loan Account, such credit balance shall not accrue interest in favor of Borrower, but be remitted to the Borrower as the Borrower shall be disbursed to Borrower or otherwise at Borrower's direction in designate. After the manner set forth in subsection 3.1.2, upon Borrower's request at any time, so long as no Default or Event of Default then exists. Agent may at its option, offset such credit balance against any of the Obligations upon occurrence and during the continuance continuation of an Event of Default, all payments and collections shall be applied against the Obligations as follows: first, to Agent and/or Lenders in an amount sufficient to pay in full the reasonable expenses of Agent or the Lenders, as the case may be, in connection with the enforcement of this Agreement, the Security Documents or the other Loan Documents or the preservation of the Collateral, including all expenses, liabilities and advances incurred or made by Agent and/or the Lenders in connection therewith, including, without limitation, reasonable attorney's fees; second, to Lenders in an amount equal to the then unpaid principal of and accrued interest and prepayment premiums, if any, on the Obligations and to Agent to fund any deposits required to be paid to Agent in accordance herewith; third, to Lenders in an amount equal to any other Obligations which are then unpaid; and finally, upon payment in full of all of the Obligations, to pay to Borrowers, or their representatives or as a court of competent jurisdiction may direct, any surplus then remaining from such payments and collections. Upon receipt from Borrowers of good funds, Agent will, subject to the foregoing, promptly thereafter cause to be distributed like funds relating to the payment of principal, interest or, if applicable, fees ratably to Lenders based upon each Lender's respective Revolving Loan Percentage.

Application of Payments and Collections. All items of payment received by Agent Lender by 12:00 noon, Chicago, Illinois, Eastern Standard time, on any Business Day shall be deemed received on that Business Day. All items of payment received after 12:00 noon, Chicago, Illinois, Eastern Standard time, on any Business Day shall be deemed received on the following Business Day. Borrower irrevocably waives the right to direct the application of any and all payments and collections at any time or times hereafter received by Agent Lender from or on behalf of Borrower, and Borrower does hereby irrevocably agree that Agent Lender shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent Lender or its agent against the ObligationsObligations as follows: (i) first, in such manner as Agent may deem advisableto pay any fees, notwithstanding any entry by Agent charges, expenses, reimbursements or any Lender upon any indemnities then due to Lender; (ii) second, to pay interest due on Revolving Credit Loans; (iii) third, to pay interest due on the Term Loan; (iv) fourth, to pay or prepay principal of its books and recordsthe Revolving Credit Loans; (v) fifth, to pay or prepay principal of the Term Loan. Amounts received by If a scheduled payment is due to be made on the Agent shall be for further credit to the accounts of Lenders Term Loan pursuant to the settlement procedures contained in subsection 3.1.3 of this Agreement. Notwithstanding the foregoingSection 3.2.1(b), payments and collections then any amounts received hereunder shall not first be applied to Obligations consisting that payment and then shall be applied to the installments of Derivative Obligations or Product Obligations at any time that any other Obligations are then principal due and payableunder the Term Loan in the inverse order of their maturities until payment thereof in full. If as the result of collections of Accounts as authorized by subsection 6.2.4 6.2.6 hereof or otherwise, a credit balance exists in the Loan Account, such credit balance shall not accrue interest in favor of Borrower, but shall be disbursed available to Borrower or otherwise at Borrower's direction in the manner set forth in subsection 3.1.2, upon Borrower's request at any time, time or times for so long as no Default or Event of Default then existshas occurred and is continuing. Agent may Such credit balance shall not be applied or be deemed to have been applied as a prepayment of the Term Loan, except that Lender may, at its option, offset such credit balance against any of the Obligations upon and during after the continuance occurrence of an Event of Default.

Application of Payments and Collections. All items of payment received by Agent by 12:00 noon, Chicago, Illinois, (Eastern time), on any Business Day shall be deemed received on that Business Day. All items of payment received after 12:00 noon, Chicago, Illinois, (Eastern time), on any Business Day shall be deemed received on the following Business Day. Borrower For the purpose of computing interest hereunder, all items of payment received by Agent and/or any Lender shall be deemed applied by Agent for the benefit of Lenders on account of the Obligations (subject to final payment of such items) on the second Business Day after receipt (or deemed receipt) by Agent of good funds in Agent's account located in Chicago, Illinois, or such other account as to which Agent may advise Borrowers in writing. Borrowers irrevocably waives waive the right to direct the application of any and all payments and collections at any time or times hereafter received by Agent from or on behalf of BorrowerBorrowers, and Borrower does Borrowers do hereby irrevocably agree that Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender Borrowers upon any of its their books and records. Amounts received by the Agent shall be for further credit to the accounts of Lenders pursuant to the settlement procedures contained in subsection 3.1.3 of this Agreement. Notwithstanding the foregoing, payments and collections shall not be applied to Obligations consisting of Derivative Obligations or Product Obligations at any time that any other Obligations are then due and payable. If as the result of collections of Accounts as authorized by subsection 6.2.4 6.4.6 hereof or otherwise, a credit balance exists in the Loan Account, such credit balance shall not accrue interest in favor of BorrowerBorrowers, but shall be disbursed available to Borrower or otherwise at Borrower's direction in the manner set forth in subsection 3.1.2, upon Borrower's request Borrowers at any time, time or times for so long as no Default or Event of Default then exists. Agent may at its option, offset such credit balance against any of the Obligations upon and during the continuance of an Event of Default.

Application of Payments and Collections. All items of payment --------------------------------------- received by Agent Lender by 12:00 noonnoon (Dallas, Chicago, Illinois, Texas time, ) on any Business Day shall be deemed received on that Business Day. All items of payment received after 12:00 noonnoon (Dallas, Chicago, Illinois, Texas time, ) on any Business Day shall be deemed received on the following Business Day. Upon receipt by Lender, the proceeds of items deposited to the Dominion Account shall be applied to payment of the Obligations in accordance with this Agreement. Each Borrower irrevocably waives the right to direct the application of any and all payments and collections at any time or times hereafter received by Agent Lender from or on behalf of Borrower, any Borrower and each Borrower does hereby irrevocably agree that Agent Lender shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent Lender or its agent against the Obligations, in such manner as Agent Lender may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records. Amounts received by the Agent shall be for further credit to the accounts of Lenders pursuant to the settlement procedures contained in subsection 3.1.3 of this Agreement. Notwithstanding the foregoing, payments and collections shall not be applied to Obligations consisting of Derivative Obligations or Product Obligations at any time that any other Obligations are then due and payable. If as the result of collections of Accounts as authorized by subsection 6.2.4 hereof or otherwise, Section 6.2.6 a credit balance exists ------------- in the Loan Account, such credit balance shall not accrue interest in favor of any Borrower, but shall be disbursed available to Borrower or otherwise at Borrower's direction in the manner set forth in subsection 3.1.2, upon Borrower's request Borrowers at any time, time or times for so long as no Default or Event of Default then exists. Agent may Lender may, at its option, offset such credit balance against any of the Obligations upon and during after the continuance occurrence of an Event of Default.

Application of Payments and Collections. All items of payment received by Agent by 12:00 noon, Chicago, Illinois, time, on any Business Day shall be deemed received on that Business Day. All items of payment received after 12:00 noon, Chicago, Illinois, time, on any Business Day shall be deemed received on the following Business Day. Borrower irrevocably waives the right to direct the application of any and all payments and collections at any time or times hereafter received by Agent or any Lender from or on behalf of Borrower, provided such payments and collections are first applied to the portion of the Obligations then due. Notwithstanding the foregoing, any mandatory payments received by Agent, for the account of Lenders, pursuant to SECTION 2.2(D) hereof shall be applied against the Obligations as provided in SECTION 2.2(D). Except as provided in the preceding sentence, Borrower does hereby irrevocably agree that Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisable, notwithstanding any entry by Agent or any Lender upon any of its books and records. Amounts received by the Agent shall be for further credit to the accounts of Lenders pursuant to the settlement procedures contained in subsection 3.1.3 of this Agreement. Notwithstanding the foregoing, so long as such payments and collections shall not be are first applied to the portion of the Obligations consisting of Derivative Obligations or Product Obligations at any time that any other Obligations are then due and payabledue. If as the result of collections of Accounts as authorized by subsection 6.2.4 SECTION 5.4 hereof or otherwise, a credit balance exists in the Loan Account, such credit balance shall not accrue interest in favor of Borrower, but shall be disbursed available to Borrower or otherwise at Borrower's direction in the manner set forth in subsection 3.1.2, upon Borrower's request at any time, time or times for so long as no Default or Event of Default then exists. In no event shall such credit balance be applied or be deemed to have been applied as a prepayment of the Term Loan unless so requested by Borrower, but Agent may at its option, offset such credit balance against any of the Obligations upon and during or after the continuance occurrence of an Event of Default. Payments and collections received by Agent, for the benefit of Lenders, from the Dominion Account or otherwise in Chicago, Illinois (a) before 2:00 p.m. (Dallas, Texas time) on a Business Day shall be deemed received on such Business Day, and (b) after 2:00 p.m. (Dallas, Texas time) on a Business Day shall be deemed received on the next succeeding Business Day, in each case for purposes of determining the amount of Revolving Credit Loans available for borrowing hereunder and for purposes of computing interest on the Loans (subject in each case to final payment of all items and collections received in form other than immediately available funds).

Application of Payments and Collections. All items (a) Subject to the provisions of payment subsection (b) below or any agreement of the Administrative Agent and the Banks to the contrary, all payments and prepayments and any other amounts received by the Administrative Agent by 12:00 noonfrom or for the benefit of the Borrowers shall be applied, Chicagofirst, Illinois, time, to pay principal of and interest on any Business Day portion of the Advances which the Administrative Agent may have advanced on behalf of any Bank for which the Administrative Agent has not then been reimbursed by such Bank or the Borrowers, second, to pay all other obligations in respect of fees, expenses, reimbursements or indemnities then due and payable, third, to pay interest then due in respect of the Loans, and fourth, to pay the principal of the Loans then due and payable. (b) After the occurrence of an Event of Default and while the same is continuing, the Administrative Agent shall, unless the Administrative Agent and the Banks shall be deemed received agree otherwise, apply all payments and prepayments in respect of any Obligations hereunder in the following order: FIRST, to pay interest on that Business Day. All items and then principal of any portion of the Advances which the Administrative Agent may have advanced on behalf of any Bank for which the Administrative Agent has not then been reimbursed by such Bank or the Borrowers; SECOND, to pay Obligations in respect of any fees, expense reimbursements or indemnities then due to the Administrative Agent; THIRD, to pay Obligations in respect of any fees, expenses, reimbursements or indemnities then due to the Banks; FOURTH, to the payment received after 12:00 noon, Chicago, Illinois, time, on any Business Day shall be deemed received of interest accrued on the following Business Day. Borrower Loans and any amounts due pursuant to Section 2.3, to be allocated among the Banks pro rata based on the respective aggregate amounts of such accrued interest and amounts owed to them; and FIFTH, to the payment of the outstanding principal amounts of the Loans and to the provision of cash collateral for Unfunded Obligations, to be allocated among the Banks and CBT pro rata based on the respective outstanding principal amounts of the Loans and the aggregate outstanding Unfunded Obligations. (c) Each of the Banks hereby irrevocably waives designates the right to direct Administrative Agent its attorney in fact for the application purpose of receiving any and all payments and collections at any time or times hereafter received to be made to such Bank in respect of Obligations held by Agent from or on behalf of Borrowerit, and Borrower does hereby irrevocably agree directs each payor of any such payment to make such payment to the Administrative Agent; and each of the Banks hereby further agrees that Agent shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time or times hereafter by Agent or its agent against the Obligations, in such manner as Agent may deem advisableif, notwithstanding any entry by Agent or any Lender upon any of its books and records. Amounts received by the Agent shall be for further credit to the accounts of Lenders pursuant to the settlement procedures contained in subsection 3.1.3 of this Agreement. Notwithstanding the foregoing, payments it should receive any such payment, it shall hold such payment in trust for, and collections promptly deliver such payment to, the Administrative Agent. (d) Whenever any portion of any payment received or amount realized by the Administrative Agent is applied pursuant to FIFTH of clause (b) above, the part thereof allocated to Unfunded Obligations shall not be applied held by the Administrative Agent for the benefit of CBT and the Banks. Upon any draw on a Letter of Credit, the Administrative Agent shall pay the amounts allocated in respect of such Unfunded Obligation to Obligations consisting CBT. Pending distribution of Derivative Obligations such amounts, the Administrative Agent shall hold such amounts in a cash collateral account. Upon cancellation or Product Obligations termination of a Letter of Credit without its being fully drawn, the Administrative Agent shall reapply the amounts allocated in respect of such Unfunded Obligation as provided in clause (a) or (b) above, as applicable, as if such portion had then been paid to the Administrative Agent by the Borrowers for application pursuant to said clause. (e) The Administrative Agent shall promptly distribute to each Bank at any time that any other Obligations are then due and payable. If as its primary address set forth on the result of collections of Accounts as authorized by subsection 6.2.4 appropriate signature page hereof or otherwise, at such other address as a credit balance exists Bank may request in the Loan Accountwriting, such credit balance shall not accrue interest in favor of Borrower, but shall funds as such Bank may be disbursed entitled to Borrower or otherwise at Borrower's direction in the manner set forth in subsection 3.1.2, upon Borrower's request at any time, so long as no Default or Event of Default then exists. Agent may at its option, offset such credit balance against any of the Obligations upon and during the continuance of an Event of Defaultreceive.