Common use of Application of Payments Prior to Event of Default Clause in Contracts

Application of Payments Prior to Event of Default. but ------------------------------------------------------ Following The Agent's Determination That Funds Contained In the Fleet --------------------------------------------------------------------- Concentration Account Are To Be Applied To The Borrower Obligations. ------------------------------------------------------------------- (a) Prior to the occurrence of an Event of Default of which the account officers of the Agent active on the Borrower's accounts have knowledge, but following the Agent's determination (which may be made by the Agent in its sole discretion) that funds contained in the Fleet Concentration Account are to be applied to the Borrower Obligations, all funds transferred to the Fleet Concentration Account and for which the Borrower has received credits shall be allocated among the Banks, the Swing Line Lender, the Agent, the Senior Noteholders, the CP Holders and the holders of the outstanding Indebtedness permitted pursuant to Section 8.2(g) hereof, with the portion of such funds allocated to the Banks, the Swing Line Lender and the Agent being applied to the Borrower Obligations as follows: (i) first, to pay amounts then due and payable under this Agreement, the Notes and the other Loan Documents; (ii) second, to reduce Swing Line Loans made by the Swing Line Lender; (iii) third, to reduce Revolving Credit Loans and/or Term Loans which are Prime Rate Loans; (iv) fourth, to reduce Revolving Credit Loans and/or Term Loans which are LIBO Rate Loans; and (v) fifth, to the Operating Account. (b) All prepayments of LIBO Rate Loans prior to the end of an Interest Period shall obligate the Borrower to pay any breakage costs associated with such LIBO Rate Loans in accordance with Section 2.11 hereof. Prior to the occurrence of an Event of Default, the Borrower may request that it be permitted (with the Agent determining whether to agree to such request in its sole discretion) to avoid such breakage costs by providing to the Agent cash in an amount sufficient to cash collateralize such LIBO Rate Loans, but in no event shall the Borrower be deemed to have paid such LIBO Rate Loans until such cash has been applied to such LIBO Rate Loans. In the event that the Agent agrees to such request, the Agent may elect to cause such cash collateral to be deposited into either (i) a cash collateral account pursuant to the terms of a cash collateral agreement executed by the Borrower and the Agent and in form and substance satisfactory to the Agent or (ii) the Operating Account with appropriate instructions prohibiting the Borrower's withdrawal of such funds so long as they remain cash collateral. In each such case, the Borrower agrees to execute and deliver to the Agent such instruments and documents, including Uniform Commercial Code financing statements and agreements with any third party depository banks, as the Agent may request. (c) All prepayments of the Revolving Credit Loans pursuant to this Section 2B.1.3 shall be allocated among the Banks making such Revolving Credit Loans, in proportion, as nearly as practicable, to the respective unpaid principal amount of such Revolving Credit Loans outstanding, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion. All prepayments of the Revolving Credit Loans shall be applied in accordance with this Section 2B.1.

Application of Payments Prior to Event of Default. but ------------------------------------------------------ Following The Agent's Determination That Funds Contained In the Fleet --------------------------------------------------------------------- Concentration Account Are To Be Applied To The Borrower Obligations. ------------------------------------------------------------------- (a) Prior to the occurrence of an Event of Default of which the account officers of the Administrative Agent active on the Borrower's accounts Borrowers' account have knowledge, but following the Agent's determination (which may be made by the Agent in its sole discretion) that funds contained in the Fleet Concentration Account are to be applied to the Borrower Obligations, all funds transferred to the Fleet Concentration Account and for which the Borrower has Borrowers have received credits shall be allocated among the Banks, the Swing Line Lender, the Agent, the Senior Noteholders, the CP Holders and the holders of the outstanding Indebtedness permitted pursuant to Section 8.2(g) hereof, with the portion of such funds allocated to the Banks, the Swing Line Lender and the Agent being applied to the Borrower Obligations as follows: (i) first, to pay amounts then due and payable under this Agreement, the Notes and the other Loan Documents; (ii) second, to reduce Swing Line Revolving Credit Loans made by the Swing Line LenderAdministrative Agent pursuant to Section 2.6.2 and for which Settlement has not then been made; (iii) third, to reduce other Revolving Credit Loans and/or Term Loans which are Prime Base Rate Loans; (iv) fourth, to reduce Revolving Credit Loans and/or Term Loans which are LIBO LIBOR Rate Loans; and (v) fifth, except as otherwise required by Section 4.2(b) and (c), to the Operating Account. (b) All prepayments of LIBO LIBOR Rate Loans prior to the end of an Interest Period shall obligate the Borrower Borrowers to pay any breakage costs associated with such LIBO LIBOR Rate Loans in accordance with Section 2.11 hereof5.10. Prior to the occurrence of an Event of Default, the Borrower may request that it be permitted (with the Agent determining whether to agree to such request in its sole discretion) elect to avoid such breakage costs by providing to the Administrative Agent cash in an amount sufficient to cash collateralize such LIBO LIBOR Rate Loans, but in no event shall the Borrower Borrowers be deemed to have paid such LIBO LIBOR Rate Loans until such cash has been applied paid to the Administrative Agent for application to such LIBO LIBOR Rate Loans. In the event that the Agent agrees to such request, the The Administrative Agent may elect to cause such cash collateral to be deposited into either (i) a cash collateral account pursuant to the terms of a cash collateral agreement executed by the Borrower Borrowers and the Administrative Agent and in form and substance satisfactory to the Administrative Agent or (ii) the Borrowers' Operating Account with appropriate instructions prohibiting the Borrower's Borrowers' withdrawal of such funds so long as they remain cash collateral. In each such case, the Borrower agrees Borrowers agree to execute and deliver to the Administrative Agent such instruments and documents, including Uniform Commercial Code financing statements and agreements with any third party depository banks, as the Administrative Agent may request. (c) All prepayments of the Revolving Credit Loans pursuant to this Section 2B.1.3 2.11.2 shall be allocated among the Banks Lenders making such Revolving Credit Loans, in proportion, as nearly as practicable, to the respective unpaid principal amount of such Revolving Credit Loans outstanding, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion. All Prior to any Settlement Date, however, all prepayments of the Revolving Credit Loans shall be applied in accordance with this Section 2B.12.11.2, first to outstanding Revolving Credit Loans of the Administrative Agent.

Application of Payments Prior to Event of Default. but ------------------------------------------------------ Following The Agent's Determination That Funds Contained In the Fleet --------------------------------------------------------------------- Concentration Account Are To Be Applied To The Borrower Obligations. ------------------------------------------------------------------- (a) Prior to the occurrence of an Event of Default of which the account officers of the Agent active on the Borrower's accounts Borrowers' account have knowledge, but following the Agent's determination (which may be made by the Agent in its sole discretion) that funds contained in the Fleet Concentration Account are to be applied to the Borrower Obligations, all funds transferred to the Fleet Concentration Account and for which the Borrower has Domestic Borrowers have received credits shall be allocated among the Banks, the Swing Line Lender, the Agent, the Senior Noteholders, the CP Holders and the holders of the outstanding Indebtedness permitted pursuant to Section 8.2(g) hereof, with the portion of such funds allocated to the Banks, the Swing Line Lender and the Agent being applied to the Borrower Obligations as follows: (i) first, to pay amounts of principal, interest, Unpaid Reimbursement Obligations, fees and all other amounts then due and payable under this Credit Agreement, the Notes and the other Loan Documents; (ii) second, to reduce Swing Line Revolving Credit Loans made by the Swing Line LenderLender pursuant to Section 2.6.2 and for which Settlement has not then been made; (iii) third, if the Revolver A Exposure is greater than the Maximum Initial Amount, to reduce the Revolving Credit A Loans and/or Term in an amount of such excess, to be applied first to Base Rate Loans which are Prime and then to Eurocurrency Rate Loans; (iv) fourth, to reduce the outstanding amount of the Revolving Credit B Loans and/or Term other than the Subdebt Funding Loans, to be applied first to Base Rate Loans which are LIBO and then to Eurocurrency Rate Loans; and; (v) fifth, to reduce the Operating Account.remaining Revolving Credit A Loans which are Base Rate Loans; (vi) sixth, to reduce the remaining Revolving Credit A Loans which are Eurocurrency Rate Loans; and (b) All prepayments of LIBO Eurocurrency Rate Loans prior to the end of an Interest Period shall obligate the applicable Domestic Borrower to pay any breakage costs associated with such LIBO Eurocurrency Rate Loans in accordance with Section 2.11 hereof5.10. Prior to the occurrence of an Event of Default, the applicable Domestic Borrower may request that it be permitted (with the Agent determining whether to agree to such request in its sole discretion) elect to avoid such breakage costs by providing to the Agent cash in an amount sufficient to cash collateralize such LIBO Eurocurrency Rate Loans, but in no event shall the such Domestic Borrower be deemed to have paid such LIBO Eurocurrency Rate Loans until such cash has been applied paid to the Agent for application to such LIBO Eurocurrency Rate Loans. In the event that the Agent agrees to such request, the The Agent may elect to cause such cash collateral to be deposited into either (i) a cash collateral account pursuant to the terms of a cash collateral agreement executed by the applicable Domestic Borrower and the Agent and in form and substance satisfactory to the Agent or (ii) the applicable Domestic Borrower's Operating Account with appropriate instructions prohibiting the such Domestic Borrower's withdrawal of such funds so long as they remain cash collateral. In each such case, the applicable Domestic Borrower agrees to execute and deliver to the Agent such instruments and documents, including Uniform Commercial Code financing statements and agreements with any third party depository banks, as the Agent may request. (c) All prepayments of the Revolving Credit A Loans or Revolving Credit B Loans, as the case may be, pursuant to this Section 2B.1.3 2.12.4 shall be allocated among the Revolving A Banks and the Revolving B Banks, as the case may be, making such Revolving Credit A Loans or Revolving Credit B Loans, as the case may be, in proportion, as nearly as practicable, to the respective unpaid principal amount of such Revolving Credit A Loans or Revolving Credit B Loans, as the case may be, outstanding, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion. All Prior to any Settlement Date, however, all prepayments of the Revolving Credit Loans shall be applied in accordance with this Section 2B.12.12.4, first to outstanding Revolving Credit Loans of the Swing Line Bank.

Application of Payments Prior to Event of Default. but ------------------------------------------------------ Following The Agent's Determination That Funds Contained In the Fleet --------------------------------------------------------------------- Concentration Account Are To Be Applied To The Borrower Obligations. ------------------------------------------------------------------- (a) Prior to the occurrence of an Event of Default of which the account officers of the Administrative Agent active on the Borrower's accounts ’s account have knowledge, but following the Agent's determination (which may be made by the Agent in its sole discretion) that funds contained in the Fleet Concentration Account are to be applied to the Borrower Obligations, all funds transferred to the Fleet Concentration Account and for which the Borrower has received credits shall be allocated among transferred to the Banks, Operating Account. (b) Any payments made by the Swing Line Lender, the Agent, the Senior Noteholders, the CP Holders and the holders of the outstanding Indebtedness permitted Borrower pursuant to Section 8.2(g§§7.17(b)(v) hereof, with the portion of such funds allocated to the Banks, the Swing Line Lender and the Agent being or (vi) shall be applied to the Obligations of the Borrower Obligations as follows: (i) first, to pay amounts then due and payable by the Borrower under this Credit Agreement, the Notes and the other Loan DocumentsDocuments and in respect of any other Obligations of the Borrower; (ii) second, to reduce repay Swing Line Loans made by the Swing Line LenderAdministrative Agent pursuant to §2.6.2 and for which Settlement has not then been made; (iii) third, to reduce repay Revolving Credit Loans and/or Term Loans which are Prime Base Rate Loans; (iv) fourth, to reduce repay Revolving Credit Loans and/or Term Loans which are LIBO LIBOR Rate Loans; and (v) fifth, except as otherwise required by §§4.2(b) and (c), to the Operating Account. (bc) All prepayments of LIBO LIBOR Rate Loans prior to the end of an Interest Period shall obligate the Borrower to pay any breakage costs associated with such LIBO LIBOR Rate Loans in accordance with Section 2.11 hereof§5.10. Prior to the occurrence of an Event of Default, the Borrower may request that it be permitted (with the Agent determining whether to agree to such request in its sole discretion) elect to avoid such breakage costs by providing to the Administrative Agent cash in an amount sufficient to cash collateralize such LIBO LIBOR Rate Loans, but in no event shall the Borrower be deemed to have paid such LIBO LIBOR Rate Loans until such cash has been paid to the Administrative Agent and has been applied to such LIBO LIBOR Rate Loans. In the event that the Agent agrees to Until such requestapplication, the Administrative Agent may elect to cause such cash collateral to be deposited into either (i) a cash collateral account pursuant to the terms of a cash collateral agreement executed by the Borrower and the Administrative Agent and in form and substance satisfactory to the Administrative Agent or (ii) the Operating Account with appropriate instructions prohibiting the Borrower's ’s withdrawal of such funds so long as they remain cash collateral. In each such case, the Borrower agrees to execute and deliver to the Administrative Agent such instruments and documents, including Uniform Commercial Code or other financing statements and agreements with any third party depository banks, as the Administrative Agent may request. (cd) All prepayments of the Revolving Credit Loans pursuant to this Section 2B.1.3 §2.11.2 shall be allocated among the Banks Lenders making such Revolving Credit Loans, in proportion, as nearly as practicable, to the respective unpaid principal amount of such Revolving Credit Loans outstanding, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion. All Prior to any Settlement Date, however, all prepayments of the Revolving Credit Loans shall be applied in accordance with this Section 2B.1§2.11.2, first to outstanding Revolving Loans of the Administrative Agent.

Application of Payments Prior to Event of Default. but ------------------------------------------------------ Following The Agent's Determination That Funds Contained In the Fleet --------------------------------------------------------------------- Concentration Account Are To Be Applied To The Borrower Obligations. ------------------------------------------------------------------- (a) Prior to the occurrence of the Trigger Date, and so long as no Event of Default has occurred of which the account officers of the Agent active on the Borrower's account have knowledge, all funds transferred to the BKB Concentration Account and for which the Borrower has received credits shall be, except as otherwise required by Section 5.2(b) and (c), applied to the Operating Account and made available to the Borrower. (b) After the occurrence of the Trigger Date and prior to the occurrence of an Event of Default of which the account officers of the Agent active on the Borrower's accounts account have knowledge, but following the Agent's determination (which may be made by the Agent in its sole discretion) that funds contained in the Fleet Concentration Account are to be applied to the Borrower Obligations, all funds transferred to the Fleet BKB Concentration Account and for which the Borrower has received credits shall be allocated among the Banks, the Swing Line Lender, the Agent, the Senior Noteholders, the CP Holders and the holders of the outstanding Indebtedness permitted pursuant to Section 8.2(g) hereof, with the portion of such funds allocated to the Banks, the Swing Line Lender and the Agent being applied to the Borrower Obligations as follows: (i) first, to pay amounts then due and payable under this Credit Agreement, the Notes and the other Loan Documents; (ii) second, to reduce Swing Line Revolving Credit Loans made by the Swing Line LenderAgent pursuant to Section 2.6.2 and for which Settlement has not then been made; (iii) third, to reduce other Revolving Credit Loans and/or Term Loans which are Prime Base Rate Loans; (iv) fourth, to reduce Revolving Credit Loans and/or Term Loans which are LIBO LIBOR Rate Loans; and (v) fifth, except as otherwise required by Section 5.2(b) and (c), to the Operating Account. (bc) All prepayments of LIBO LIBOR Rate Loans prior to the end of an Interest Period shall obligate the Borrower to pay any breakage costs associated with such LIBO LIBOR Rate Loans in accordance with Section 2.11 hereof6.10. Prior to the occurrence of an Event of Default, the Borrower may request that it be permitted (with the Agent determining whether to agree to such request in its sole discretion) elect to avoid such breakage costs by providing to the Agent cash in an amount sufficient to cash collateralize such LIBO LIBOR Rate Loans, but in no event shall the Borrower be deemed to have paid such LIBO LIBOR Rate Loans until such cash has been applied paid to the Agent for application to such LIBO LIBOR Rate Loans. In the event that the Agent agrees to such request, the The Agent may elect to cause such cash collateral to be deposited into either (i) a cash collateral account pursuant to the terms of a cash collateral agreement executed by the Borrower and the Agent and in form and substance satisfactory to the Agent or (ii) the Borrower's Operating Account with appropriate instructions prohibiting the Borrower's withdrawal of such funds so long as they remain cash collateral. In each such case, the Borrower agrees to execute and deliver to the Agent such instruments and documents, including Uniform Commercial Code financing statements and agreements with any third party depository banks, as the Agent may request. (cd) All prepayments of the Revolving Credit Loans pursuant to this Section 2B.1.3 2.10.2 shall be allocated among the Banks making such Revolving Credit Loans, in proportion, as nearly as practicable, to the respective unpaid principal amount of such Revolving Credit Loans outstanding, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion. All Prior to any Settlement Date, however, all prepayments of the Revolving Credit Loans shall be applied in accordance with this Section 2B.12.10.2, first to outstanding Revolving Credit Loans of the Agent.

Application of Payments Prior to Event of Default. but ------------------------------------------------------ Following The Agent's Determination That Funds Contained In the Fleet --------------------------------------------------------------------- Concentration Account Are To Be Applied To The Borrower Obligations. ------------------------------------------------------------------- (a) Prior to the occurrence of an Event of Default of which the account officers of the Administrative Agent active on the Borrower's accounts Borrowers account have knowledge, but following the Agent's determination (which may be made by the Agent in its sole discretion) that funds contained in the Fleet Concentration Account are to be applied to the Borrower Obligations, all funds transferred to the Fleet Concentration Account and for which the Borrower has received credits shall be allocated among the Banks, the Swing Line Lender, the Agent, the Senior Noteholders, the CP Holders and the holders of the outstanding Indebtedness permitted pursuant to Section 8.2(g) hereof, with the portion of such funds allocated to the Banks, the Swing Line Lender and the Agent being applied to the Borrower Obligations as follows: (i) first, to pay amounts then due and payable under this Credit Agreement, the Revolving Credit Notes and the other Loan Documents; (ii) second, to reduce repay Swing Line Loans made by the Swing Line LenderAdministrative Agent pursuant to 2.6.2 and for which Settlement has not then been made; (iii) third, to reduce repay other Revolving Credit Loans and/or Term Loans which are Prime Base Rate Loans; (iv) fourth, to reduce repay Revolving Credit Loans and/or Term Loans which are LIBO LIBOR Rate Loans; and (v) fifth, except as otherwise required by 4.2(b) and (c), to the Operating Account. (b) All prepayments of LIBO LIBOR Rate Loans prior to the end of an Interest Period shall obligate the Borrower to pay any breakage costs associated with such LIBO LIBOR Rate Loans in accordance with Section 2.11 hereof5.10. Prior to the occurrence of an Event of Default, the Borrower may request that it be permitted (with the Agent determining whether to agree to such request in its sole discretion) elect to avoid such breakage costs by providing to the Administrative Agent cash in an amount sufficient to cash collateralize such LIBO LIBOR Rate Loans, but in no event shall the Borrower be deemed to have paid such LIBO LIBOR Rate Loans until such cash has been applied paid to the Administrative Agent for application to such LIBO LIBOR Rate Loans. In the event that the Agent agrees to Until such requestapplication, the Administrative Agent may elect to cause such cash collateral to be deposited into either (i) a cash collateral account pursuant to the terms of a cash collateral agreement executed by the Borrower and the Administrative Agent and in form and substance satisfactory to the Administrative Agent or (ii) the Operating Account with appropriate instructions prohibiting the Borrower's Borrowers withdrawal of such funds so long as they remain cash collateral. In each such case, the Borrower agrees to execute and deliver to the Administrative Agent such instruments and documents, including Uniform Commercial Code and other financing statements and agreements with any third party depository banks, as the Administrative Agent may request. (c) All prepayments of the Revolving Credit Loans pursuant to this Section 2B.1.3 2.11.2 shall be allocated among the Banks Lenders making such Revolving Credit Loans, in proportion, as nearly as practicable, to the respective unpaid principal amount of such Revolving Credit Loans outstanding, with adjustments to the extent practicable to equalize any prior payments or repayments not exactly in proportion. All Prior to any Settlement Date, however, all prepayments of the Revolving Credit Loans shall be applied in accordance with this Section 2B.12.11.2, first to outstanding Revolving Credit Loans of the Administrative Agent.