Common use of Application of Payments and Collections Clause in Contracts

Application of Payments and Collections. (a) All amounts received by the Collateral Monitoring Agent for the account of the Borrower pursuant to Section 2.21 or otherwise shall, on each Business Day, 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 any outstanding Loans; then (iv) applied to prepay, in the case of liquidation only, with any applicable prepayment or "breakage" fee, all Acceptances; (v) held by the Collateral Monitoring Agent as collateral to secure any outstanding L/Cs, Acceptances (other than in the 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. The Borrower irrevocably 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 agents against the Obligations in such manner as the Collateral Monitoring Agent may deem advisable, notwithstanding any entry by the Collateral Monitoring Agent upon any of its books and records. (c) Except as set forth in Sections 2.17 and 2.24 hereof, all payments and repayments made shall be applied first to the Prime Rate Loans, and shall be applied to Eurodollar Loans only to the extent any such payment exceeds the principal amount of Prime Rate Loans outstanding at the time of such payment.

Application of Payments and Collections. (a) All amounts received by If there has not occurred an Event of Default which is continuing, all payments and collections shall be applied against the Collateral Monitoring Agent for Obligations, which are due and payable at the account time of the Borrower pursuant to Section 2.21 or otherwise shallpayment and/or collections, on each Business Day, be (i) applied to Fees which are at such time due and unpaid; then as provided herein or (ii) applied to amounts payable pursuant to Section 2.26; then if no specific provision therefor is contained herein, then as directed by Borrowers. After the occurrence and during the continuation of an Event of Default, (iiii) applied pro rata among the Lenders to reduce the amount of any outstanding Loans; then (iv) applied to prepay, in the case of liquidation only, with any applicable prepayment or "breakage" fee, all Acceptances; (v) held by the Collateral Monitoring Agent as collateral to secure any outstanding L/Cs, Acceptances (other than in the 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 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 the Collateral Monitoring Agent or any Lender from or on behalf of the Borrower. The Borrower Borrowers, and (ii) Borrowers do hereby irrevocably agrees agree that the Collateral Monitoring 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 the Collateral Monitoring Agent or its agents any Lender against the Obligations Obligations, in such manner as the Collateral Monitoring Agent or Required Lenders may deem advisable, notwithstanding any entry by the Collateral Monitoring Agent or any Lender upon any of its books and records. (c) Except . If as set forth the result of collections of Accounts as authorized by Section 5.1 hereof a credit balance exists in Sections 2.17 the Loan Account, such credit balance shall be remitted to the Borrower as the Borrower shall designate. After the occurrence and 2.24 hereofduring the continuation of an Event of Default, all payments and repayments made collections shall be applied first 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 Prime Rate Loansthen unpaid principal of and accrued interest and prepayment premiums, if any, on the Obligations and shall to Agent to fund any deposits required to be applied paid to Eurodollar Loans only 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 extent any such foregoing, promptly thereafter cause to be distributed like funds relating to the payment exceeds the principal amount of Prime Rate Loans outstanding at the time of such paymentprincipal, interest or, if applicable, fees ratably to Lenders based upon each Lender's respective Revolving Loan Percentage.

Application of Payments and Collections. (a) All Subject to the provisions of 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 Collateral Monitoring Administrative Agent from or for the account benefit of the Borrower pursuant Borrowers shall be applied, first, to Section 2.21 pay principal of and interest on 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 otherwise shallthe Borrowers, on each Business Daysecond, be (i) applied to Fees which are at such time pay all other obligations in respect of fees, expenses, reimbursements or indemnities then due and unpaid; then (ii) applied payable, third, to amounts payable pursuant pay interest then due in respect of the Loans, and fourth, to Section 2.26; then (iii) applied pro rata among pay the Lenders to reduce principal of the amount of any outstanding Loans; then (iv) applied to prepay, in the case of liquidation only, with any applicable prepayment or "breakage" fee, all Acceptances; (v) held by the Collateral Monitoring Agent as collateral to secure any outstanding L/Cs, Acceptances (other than in the case of a liquidation), Steamship Guaranties Loans then due 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 Agentpayable. (b) Notwithstanding anything else in this Section 2.22 or in this Agreement to After the contraryoccurrence of an Event of Default and while the same is continuing, the Borrower irrevocably waives Administrative Agent shall, unless the right to direct Administrative Agent and the application of any and Banks shall agree otherwise, apply all payments and collections at prepayments in respect of any time or times hereafter received by Obligations hereunder in the Collateral Monitoring following order: FIRST, to pay interest on and then principal of any portion of the Advances which the Administrative Agent from or may have advanced on behalf of any Bank for which the Borrower. The Borrower irrevocably agrees that Administrative Agent has not then been reimbursed by such Bank or the Collateral Monitoring Agent shall have the continuing exclusive right Borrowers; SECOND, 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 agents against the 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 the 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 manner as accrued interest and amounts owed to them; and FIFTH, to the Collateral Monitoring Agent may deem advisablepayment of the outstanding principal amounts of the Loans and to the provision of cash collateral for Unfunded Obligations, notwithstanding any entry by to be allocated among the Collateral Monitoring Agent upon any Banks and CBT pro rata based on the respective outstanding principal amounts of its books the Loans and recordsthe aggregate outstanding Unfunded Obligations. (c) Except as set forth Each of the Banks hereby irrevocably designates the Administrative Agent its attorney in Sections 2.17 fact for the purpose of receiving any and 2.24 hereof, all payments and repayments to be made shall be applied first to the Prime Rate Loanssuch Bank in respect of Obligations held by it, and shall be applied to Eurodollar Loans only to the extent hereby directs each payor of any such payment exceeds to make such payment to the principal Administrative Agent; and each of the Banks hereby further agrees that if, notwithstanding the foregoing, it should receive any such payment, it shall hold such payment in trust for, and 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 Prime Rate Loans outstanding at clause (b) above, the time part thereof allocated to Unfunded Obligations shall be 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 paymentUnfunded Obligation to CBT. Pending distribution of such amounts, the Administrative Agent shall hold such amounts in a cash collateral account. Upon cancellation or 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 its primary address set forth on the appropriate signature page hereof or at such other address as a Bank may request in writing, such funds as such Bank may be entitled to receive.

Application of Payments and Collections. (a) All amounts received by the Collateral Monitoring Agent for the account of the Borrower pursuant to Section 2.21 or otherwise shall, on each Business Day, 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 any outstanding Loans; then (iv) applied to prepay, in the case of liquidation only, with any applicable prepayment or "breakage" fee, all Acceptances; (v) held by the Collateral Monitoring Agent as collateral to secure any outstanding L/Cs, Acceptances (other than in the 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. The Borrower irrevocably 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 agents against the Obligations in such manner as the Collateral Monitoring Agent may deem advisable, notwithstanding any entry by the Collateral Monitoring Agent upon any of its books and records. (c) Except as set forth in Sections 2.17 and 2.24 hereof2.24, all payments and repayments made shall be applied first to the Prime Rate Loans, and shall be applied to Eurodollar Loans only to the extent any such payment exceeds the principal amount of Prime Rate Loans outstanding at the time of such payment.

Application of Payments and Collections. (a) All amounts items of payment received by the Collateral Monitoring Agent for the account of the Borrower pursuant to Section 2.21 or otherwise shallLender by 12:00 noon, Eastern Standard time, on each any Business Day shall be deemed received on that Business Day. All items of payment received after 12:00 noon, 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 Eastern Standard time, on any Business Day shall be deemed received on the Lenders to reduce the amount of any outstanding Loans; then (iv) applied to prepay, in the case of liquidation only, with any applicable prepayment or "breakage" fee, all Acceptances; (v) held by the Collateral Monitoring Agent as collateral to secure any outstanding L/Cs, Acceptances (other than in the 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 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 the Collateral Monitoring Agent Lender from or on behalf of the Borrower. The , and Borrower does hereby irrevocably agrees agree that the Collateral Monitoring 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 the Collateral Monitoring Agent Lender or its agents agent against the Obligations in such manner as the Collateral Monitoring Agent may deem advisable, notwithstanding any entry by the Collateral Monitoring Agent upon any of its books and records.follows: (ci) Except as set forth in Sections 2.17 and 2.24 hereoffirst, all payments and repayments to pay any fees, charges, expenses, reimbursements or 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 the Revolving Credit Loans; (v) fifth, to pay or prepay principal of the Term Loan. If a scheduled payment is due to be made on the Term Loan pursuant to Section 3.2.1(b), then any amounts received hereunder shall first be applied first to the Prime Rate Loans, that payment and then shall be applied to Eurodollar Loans only the installments of principal due under 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 6.2.6 hereof a credit balance exists in the Loan Account, such credit balance shall not accrue interest in favor of Borrower, but shall be available to Borrower at any time or times for so long as no Default or Event of Default has occurred and is continuing. Such credit balance shall not be applied or be deemed to have been applied as a prepayment of the extent Term Loan, except that Lender may, at its option, offset such credit balance against any such payment exceeds of the principal amount Obligations upon and after the occurrence of Prime Rate Loans outstanding at the time an Event of such paymentDefault.

Application of Payments and Collections. (a) All Subject to the provisions of 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 Collateral Monitoring Administrative Agent from or for the account benefit of the Borrower pursuant shall be applied, first, to Section 2.21 pay principal of and interest on any 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 otherwise shallthe Borrower, on each Business Daysecond, be (i) applied to Fees which are at such time pay all other obligations in respect of fees, expenses, reimbursements or indemnities then due and unpaid; then (ii) applied payable, third, to amounts payable pursuant pay interest then due in respect of the Loans, and fourth, to Section 2.26; then (iii) applied pro rata among pay the Lenders to reduce principal of the amount of any outstanding Loans; then (iv) applied to prepay, in the case of liquidation only, with any applicable prepayment or "breakage" fee, all Acceptances; (v) held by the Collateral Monitoring Agent as collateral to secure any outstanding L/Cs, Acceptances (other than in the case of a liquidation), Steamship Guaranties Loans then due 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 Agentpayable. (b) Notwithstanding anything else in this Section 2.22 or in this Agreement to After the contraryoccurrence of an Event of Default and while the same is continuing, the Borrower irrevocably waives Administrative Agent shall, unless the right to direct Administrative Agent and the application of any and Banks shall agree otherwise, apply all payments and collections at prepayments in respect of any time or times hereafter received by Obligations hereunder in the Collateral Monitoring following order: FIRST, to pay interest on and then principal of any amounts which the Administrative Agent from or may have advanced on behalf of any Bank for which the Administrative Agent has not then been reimbursed by such Bank or the Borrower. The Borrower irrevocably agrees that the Collateral Monitoring Agent shall have the continuing exclusive right ; SECOND, 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 agents against the 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 allocated among the Banks pro rata based on the respective aggregate amounts of such manner as accrued interest and amounts owed to them; and FIFTH, to the Collateral Monitoring Agent may deem advisablepayment of the outstanding principal amounts of all Loans and Swing Loans and to the provision of cash collateral for Unfunded Obligations, notwithstanding any entry by to be allocated pro rata based on the Collateral Monitoring Agent upon any respective outstanding principal amounts of its books the Loans and recordsthe aggregate outstanding Unfunded Obligations. (c) Except as set forth Each of the Banks hereby irrevocably designates the Administrative Agent its attorney in Sections 2.17 fact for the purpose of receiving any and 2.24 hereof, all payments and repayments to be made shall be applied first to the Prime Rate Loanssuch Bank in respect of Obligations held by it, and shall be applied to Eurodollar Loans only to the extent hereby directs each payor of any such payment exceeds to make such payment to the principal Administrative Agent; and each of the Banks hereby further agrees that if, notwithstanding the foregoing, it should receive any such payment, it shall hold such payment in trust for, and promptly deliver such payment to, the Administrative Agent. Notwithstanding the foregoing, this Section 2.13(c) shall only apply to LaSalle in respect of Swing Loans after the occurrence of an Event of Default 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 Prime Rate Loans outstanding at clause (b) above, the time 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 paymentamounts, 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.