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 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. 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 Lender by 12:00 noon1:00 p.m., ChicagoProvidence, Illinois, Rhode Island time, on any Business Day shall be deemed received on that Business Day. All items of payment received after 12:00 noon1:00 p.m., ChicagoProvidence, Illinois, Rhode Island 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 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 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. 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 Payment Items received by Agent CIT in the Dominion Account by 12:00 noon, ChicagoNew York, Illinois, New York time, on any Business Day shall be deemed received and applied to the Loan Account on that Business Day. All items of payment Payment Items received after 12:00 noon, ChicagoNew York, Illinois, 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 Agent CIT from or on behalf of Borrower, and Borrower does hereby irrevocably agree that Agent CIT 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 CIT or its agent against the Obligations, in such manner as Agent CIT may deem advisable, notwithstanding any entry by Agent or any Lender CIT 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 8.2.6 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 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 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, 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 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, 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 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. Borrower Until payment in full of all Obligations and termination of this Agreement, Borrowers irrevocably waives waive (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 BorrowerBorrowers, and Borrower does Borrowers 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 ; provided that, prior to the Agent occurrence of an Event of Default, and after payment of all outstanding interest, Borrowers shall be for further credit entitled to the accounts direct whether a payment of Lenders pursuant to the settlement procedures contained in subsection 3.1.3 of this Agreement. Notwithstanding the foregoing, payments and collections shall not principal be applied to Obligations consisting a Floating Rate Loan or LIBOR Rate Loan, and, in the absence of Derivative Obligations or Product Obligations at any time that any other Obligations are then due and payabledirections, payment shall be applied first to Floating Rate Loans. If If, as the result of receipt of proceeds or collections of Accounts Collateral as authorized by subsection 6.2.4 hereof or otherwise6.2.5 hereof, 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 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 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 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 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. If no Event of Default exists, Borrower may request that Agent and Lenders invest any credit balance in an interest-bearing account but 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 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 Lender by 12:00 noon, Chicago, Illinois, New York City time, on any Business Day shall be deemed received on that Business Day. All items of payment received after 12:00 noon, Chicago, Illinois, New York City 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 second Business Day after receipt by Lender of good funds in Lender's account located in Chicago, Illinois, or such other account as to which Lender may advise Borrower in writing. 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 Obligations, in such manner as Agent Lender may deem advisable, notwithstanding any entry by Agent or any Lender Borrower 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 6.4.6 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 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, (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 first Business Day after receipt (or deemed receipt) by Agent of good funds in Agent’s account located at Fleet National Bank (Account No. 900-000-0000, Account Name: Gulfside, Eagle Supply and JEH/Eagle Supply), 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 6.2.6 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 Such credit balance shall not be applied or be deemed to have been applied as a prepayment of the Term Loan or any Equipment 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 Lender by 12:00 noon, Chicago, Illinois, New York City time, on any Business Day shall be deemed received on that Business Day. All items of payment received after 12:00 noon, Chicago, Illinois, New York City 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 (or deemed receipt) by Lender of good funds in Lender's account located in Chicago, Illinois, or such other account as to which Lender may advise Borrower in writing. 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 Obligations, in such manner as Agent Lender may deem advisable, notwithstanding any entry by Agent or any Lender Borrower 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 6.4.6 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 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 ; 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 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 ; 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 Lender by 12:00 noon, Chicago, Illinois, New York City time, on any Business Day shall be deemed received on that Business Day. All items of payment received after 12:00 noon, Chicago, Illinois, New York City 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 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 (or deemed receipt) by Lender of good funds in Lender's account located in Chicago, Illinois, or such other account as to which Lender 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 Lender from or on behalf of BorrowerBorrowers, and Borrower does Borrowers do 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 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 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 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 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 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 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, 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 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 Obligations, 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 7.2.6 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 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 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 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 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 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. Except as may be expressly provided in the DIP Order, 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, 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 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. 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 Providence, Rhode Island (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 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 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 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 5.4 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. Agent 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 Lender 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 Lender from the Dominion Account or otherwise in Chicago, Illinois (a) before 2:00 p.m. on a Business Day shall be deemed received on such Business Day, and (b) after 2:00 p.m. 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 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 --------------------------------------- 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.