Common use of Application of Payments; Waiver Clause in Contracts

Application of Payments; Waiver. Except as set forth below, payments made by Borrower under this Agreement shall generally be applied first to any costs or fees owing by Borrower to the Agent or any Lender, shall be applied second to any interest payments owing hereunder which are due and unpaid, shall be applied third to any outstanding principal owing hereunder, shall be applied fourth to the establishment of cash collateral accounts to support LC Obligations, shall be applied fifth to interest accrued but not yet due, and shall be applied sixth to any other unpaid Liabilities. Notwithstanding any contrary provision contained in this Agreement or in any of the other Financing Agreements, Borrower irrevocably waives the right to direct the application of any and all payments at any time received by the Agent from Borrower, and Borrower irrevocably agrees that the Agent shall have the continuing exclusive right to apply and reapply any and all payments received at any time against the Liabilities, in such manner as the Agent may deem advisable (but in accordance with the order of application set forth above), notwithstanding any entry by the Agent upon any of the Agent’s books and records. Provided, however, this Section 10.14 shall not apply to any transactions unrelated to this Agreement in which the Agent, a Lender, an Issuer or any of their affiliates may have accepted deposits from, lent money to, acted as trustee under indentures of, or generally engaged in business with Borrower, any Affiliates or any Person who may do business with or own securities of Borrower or any such Affiliate. Notwithstanding the foregoing, other than during a Default Period, Bank Products Obligations may be paid, and all transfers, setoffs, adjustments, credits and debits may be made in the ordinary course of business in accordance with the terms of the related Bank Products Agreements. Notwithstanding the foregoing or any provision to the contrary set forth in any Financing Agreement, during a Default Period, payments shall be applied first to Liabilities other than Bank Products Obligations on a pro rata basis, and shall be applied second to Bank Products Obligations on a pro rata basis. Notwithstanding the terms of this Section 10.14, any other terms of this Agreement or any terms of any other Financing Agreement, the Agent shall first apply payments to any charge-backs, payments pursuant to any avoidance claims or any other loss, overdraft, or shortfall with respect to deposit accounts maintained with the Agent or any other Lender, to the extent that the funds that are the subject of such charge-backs, payments pursuant to any avoidance claims or any other loss, overdraft, or shortfall have been previously paid or applied by the Agent to the Liabilities other than Bank Products Obligations. In the event that such payments are insufficient to cover such charge-backs, payments pursuant to any avoidance claims or any other loss, overdraft, or shortfall, then the Agent or any other Lender shall be indemnified for the resulting loss in the manner provided for in Section 9.10. Immediately Available Funds held by the Agent that are payable to the Lenders in accordance with the terms of this Agreement (including, but not limited to, this Section 10.14, Section 2.1.5 and Section 10.1), shall be promptly remitted to the Lenders by the Agent in accordance with the written instructions given to the Agent by the Lenders, respectively.

Application of Payments; Waiver. Except as set forth below, payments made by Borrower under this Agreement shall generally be applied first to any costs or fees owing by Borrower to the Agent or any Lender, shall be applied second to any interest payments owing hereunder which are due and unpaid, shall be applied third to any outstanding principal owing hereunder, shall be applied fourth to the establishment of cash collateral accounts to support LC Obligations, shall be applied fifth to interest accrued but not yet due, and shall be applied sixth to any other unpaid Liabilities. Notwithstanding any contrary provision contained in this Agreement or in any of the other Financing Agreements, Borrower irrevocably waives the right to direct the application of any and all payments at any time received by the Agent from Borrower, and Borrower irrevocably agrees that the Agent shall have the continuing exclusive right to apply and reapply any and all payments received at any time against the Liabilities, in such manner as the Agent may deem advisable (but in accordance with the order of application set forth above), notwithstanding any entry by the Agent upon any of the Agent’s books and records. Provided; provided, however, this Section 10.14 shall not apply to any transactions unrelated to this Agreement in which the Agent, a Lender, an Issuer or any of their affiliates may have accepted deposits from, lent money to, acted as trustee under indentures of, or generally engaged in business with Borrower, any Affiliates or any Person who may do business with or own securities of Borrower or any such Affiliate. Notwithstanding the foregoing, other than during a Default Period, Bank Products Obligations may be paid, and all transfers, setoffs, adjustments, credits and debits may be made in the ordinary course of business in accordance with the terms of the related Bank Products Agreements. Notwithstanding the foregoing or any provision to the contrary set forth in any Financing Agreement, during a Default Period, payments shall be applied first to Liabilities other than Bank Products Obligations on a pro rata basis, and shall be applied second to Bank Products Obligations on a pro rata basis. Notwithstanding the terms of this Section 10.14, any other terms of this Agreement or any terms of any other Financing Agreement, the Agent shall first apply payments to any charge-backs, payments pursuant to any avoidance claims or any other loss, overdraft, or shortfall with respect to deposit accounts maintained with the Agent or any other Lender, to the extent that the funds that are the subject of such charge-backs, payments pursuant to any avoidance claims or any other loss, overdraft, or shortfall have been previously paid or applied by the Agent to the Liabilities other than Bank Products Obligations. In the event that such payments are insufficient to cover such charge-backs, payments pursuant to any avoidance claims or any other loss, overdraft, or shortfall, then the Agent or any other Lender shall be indemnified for the resulting loss in the manner provided for in Section 9.10. Immediately Available Funds held by the Agent that are payable to the Lenders in accordance with the terms of this Agreement (including, but not limited to, this Section 10.14, Section 2.1.5 and Section 10.1), shall be promptly remitted to the Lenders by the Agent in accordance with the written instructions given to the Agent by the Lenders, respectively.

Application of Payments; Waiver. Except as set forth below, payments made by Borrower under this Agreement shall generally be applied first to any costs or fees owing by Borrower to the Agent or any Lender, shall be applied second to any interest payments owing hereunder which are due and unpaid, shall be applied third to any outstanding principal owing hereunder, shall be applied fourth to the establishment of cash collateral accounts to support LC Obligations, and shall be applied fifth to interest accrued but not yet due, and shall be applied sixth to any other unpaid Liabilities. Notwithstanding any contrary provision contained in this Agreement or in any of the other Financing Agreements, Borrower irrevocably waives the right to direct the application of any and all payments at any time received by the Agent from Borrower, and Borrower irrevocably agrees that the Agent shall have the continuing exclusive right to apply and reapply any and all payments received at any time against the Liabilities, in such manner as the Agent may deem advisable (but in accordance with the order of application set forth above), notwithstanding any entry by the Agent upon any of the Agent’s books and records. Provided, however, this Section 10.14 shall not apply to any transactions unrelated to this Agreement in which the Agent, a Lender, an Issuer or any of their affiliates may have accepted deposits from, lent money to, acted as trustee under indentures of, or generally engaged in business with Borrower, any Affiliates or any Person who may do business with or own securities of Borrower or any such Affiliate. Notwithstanding the foregoing, other than during a Default Period, Bank Products Obligations may be paid, and all transfers, setoffs, adjustments, credits and debits may be made in the ordinary course of business in accordance with the terms of the related Bank Products Agreements. Notwithstanding the foregoing or any provision to the contrary set forth in any Financing Agreement, during During a Default Period, payments and proceeds of Collateral securing the Bank Products Obligations shall be applied first to Liabilities other than Bank Products Obligations on a pro rata basis, and shall be applied second to Bank Products Obligations on a pro rata basis. Notwithstanding the terms of this Section 10.14, any other terms of this Agreement or any terms of any other Financing Agreement, the Agent shall first apply payments and proceeds of Collateral to any charge-backs, payments pursuant to any avoidance claims or any other loss, overdraft, or shortfall with respect to deposit accounts maintained with the Agent or any other Lender, to the extent that the funds that are the subject of such charge-backs, payments pursuant to any avoidance claims or any other loss, overdraft, or shortfall have been previously paid or applied by the Agent to the Liabilities other than Bank Products Obligations. In the event that such payments and proceeds of Collateral are insufficient to cover such charge-backs, payments pursuant to any avoidance claims or any other loss, overdraft, or shortfall, then the Agent or any other Lender shall be indemnified for the resulting loss in the manner provided for in Section 9.10. Immediately Available Funds held by the Agent that are payable to the Lenders in accordance with the terms of this Agreement (including, but not limited to, this Section 10.14, Section 2.1.5 and Section 10.1), shall be promptly remitted to the Lenders by the Agent in accordance with the written instructions given to the Agent by the Lenders, respectively.

Application of Payments; Waiver. Except as set forth below, payments Payments made by Borrower under this Agreement shall generally be applied first to any costs or fees owing by Borrower to the Agent or any Lender, shall be applied second to any interest payments owing hereunder which are due and unpaid, shall be applied third to any outstanding principal owing hereunder, and shall be May 27, 2004 applied fourth to the establishment of cash collateral accounts to support LC Obligations, shall be applied fifth to interest accrued but not yet due. Unless otherwise specified in this Agreement, and prepayments of principal made by Borrower on any Loans repayable in installments shall be applied sixth to the most remote installment then due (which shall be deemed to include, as applicable, any other unpaid Liabilitiesballoon payment due at maturity). Notwithstanding any contrary provision contained in this Agreement or in any of the other Financing Agreements, Borrower irrevocably waives the right to direct the application of any and all payments at any time received by the Agent from BorrowerBorrower or with respect to any of the Collateral, and Borrower irrevocably agrees that the Agent shall have the continuing exclusive right to apply and reapply any and all payments received at any time time, whether with respect to the Collateral or otherwise, against the Liabilities, in such manner as the Agent may deem advisable (but in accordance with the order of application set forth above)advisable, notwithstanding any entry by the Agent upon any of the Agent’s books and records. Provided, however, this Section 10.14 shall not apply to any transactions unrelated to this Agreement in which the Agent, a Lender, an Issuer Agent or any of their its affiliates may have accepted deposits from, lent money to, acted as trustee under indentures of, or generally engaged in business with Borrower, any Affiliates or any Person who may do business with or own securities of Borrower or any such Affiliate. Notwithstanding the foregoing, other than during a Default Period, Bank Products Obligations may be paid, and all transfers, setoffs, adjustments, credits and debits may be made in the ordinary course of business in accordance with the terms of the related Bank Products Agreements. Notwithstanding the foregoing or any provision to the contrary set forth in any Financing Agreement, during a Default Period, payments shall be applied first to Liabilities other than Bank Products Obligations on a pro rata basis, and shall be applied second to Bank Products Obligations on a pro rata basis. Notwithstanding the terms of this Section 10.14, any other terms of this Agreement or any terms of any other Financing Agreement, the Agent shall first apply payments to any charge-backs, payments pursuant to any avoidance claims or any other loss, overdraft, or shortfall with respect to deposit accounts maintained with the Agent or any other Lender, to the extent that the funds that are the subject of such charge-backs, payments pursuant to any avoidance claims or any other loss, overdraft, or shortfall have been previously paid or applied by the Agent to the Liabilities other than Bank Products Obligations. In the event that such payments are insufficient to cover such charge-backs, payments pursuant to any avoidance claims or any other loss, overdraft, or shortfall, then the Agent or any other Lender shall be indemnified for the resulting loss in the manner provided for in Section 9.10. Immediately Available Funds held by the Agent that are payable to the Lenders in accordance with the terms of this Agreement (including, but not limited to, this Section 10.14, Section 2.1.5 and Section 10.1), shall be promptly remitted to the Lenders by the Agent in accordance with the written instructions given to the Agent by the Lenders, respectively.

Application of Payments; Waiver. Except as set forth below, payments made by Borrower under this Agreement shall generally be applied to the Liabilities as follows: first to any costs or fees owing by Borrower to the Agent or any Lender, shall be applied second to any interest payments owing hereunder which are due and unpaid, shall be applied third to any outstanding principal owing hereunder, shall be applied and fourth to the establishment of cash collateral accounts to support LC Obligations, shall be applied fifth to interest accrued but not yet due. Unless otherwise specified in this Agreement, and prepayments of principal made by Borrower on any Loans repayable in installments shall be applied sixth to the most remote installment then due (which shall be deemed to include, as applicable, any other unpaid Liabilitiesballoon payment due at maturity). Notwithstanding any contrary provision contained in this Agreement or in any of the other Financing Agreements, Borrower irrevocably waives the right to direct the application of any and all payments at any time received by the Agent from Borrower, and Borrower irrevocably agrees that the Agent shall have the continuing exclusive right to apply and reapply any and all payments received at any time time, against the Liabilities, in such manner as the Agent may deem advisable (but in accordance with the order of application set forth above)advisable, notwithstanding any entry by the Agent upon any of the Agent’s books and records. Provided, however, this Section 10.14 8.13 shall not apply to any transactions unrelated to this Agreement in which the Agent, a Lender, an Issuer Agent or any of their its affiliates may have accepted deposits from, lent money to, acted as trustee under indentures of, or generally engaged in business with Borrower, any Affiliates or any Person who may do business with or own securities of Borrower or any such Affiliate. Notwithstanding the foregoing, other than during a Default Period, With regard to Bank Products Obligations may be paidObligations, and all transfers, setoffs, adjustments, credits and debits may be made in the ordinary course of business in accordance with parties hereto agree that the terms of Section 5.11 of the related Bank Products Agreements. Notwithstanding the foregoing or any provision to the contrary set forth in any Financing Agreement, during a Default Period, payments Security Agreement shall apply and be applied first to Liabilities other than Bank Products Obligations on a pro rata basis, and shall be applied second to Bank Products Obligations on a pro rata basis. Notwithstanding the terms of this Section 10.14, any other terms of this Agreement or any terms of any other Financing Agreement, the Agent shall first apply payments to any charge-backs, payments pursuant to any avoidance claims or any other loss, overdraft, or shortfall with respect to deposit accounts maintained with the Agent or any other Lender, to the extent that the funds that are the subject of such charge-backs, payments pursuant to any avoidance claims or any other loss, overdraft, or shortfall have been previously paid or applied by the Agent to the Liabilities other than Bank Products Obligations. In the event that such payments are insufficient to cover such charge-backs, payments pursuant to any avoidance claims or any other loss, overdraft, or shortfall, then the Agent or any other Lender shall be indemnified for the resulting loss in the manner provided for in Section 9.10. Immediately Available Funds held by the Agent that are payable to the Lenders in accordance with the terms of this Agreement (including, but not limited to, this Section 10.14, Section 2.1.5 and Section 10.1), shall be promptly remitted to the Lenders by the Agent in accordance with the written instructions given to the Agent by the Lenders, respectivelycontrolling.

Application of Payments; Waiver. Except as set forth below, payments Payments made by Borrower under this Agreement prior to the occurrence of a Matured Default shall generally be applied first to any costs or fees owing by Borrower to the Agent or any Lender, shall be applied second to any interest payments owing hereunder which are due and unpaid, shall be applied third to any outstanding principal owing hereunder, shall be applied and fourth to the establishment of cash collateral accounts to support LC Obligations, shall be applied fifth to interest accrued but not yet due. Unless otherwise specified in this Agreement, and prepayments of principal made by Borrower on any Loans repayable in installments shall be applied sixth to the most remote installment then due (which shall be deemed to include, as applicable, any other unpaid Liabilitiesballoon payment due at maturity) and shall not reduce the amount of any remaining installments (or commitment reductions) becoming due and payable thereafter. Notwithstanding any contrary provision contained in this Agreement or in any of the other Financing Agreements, Borrower irrevocably waives the right to direct the application of any and all payments at any time received by the Agent from BorrowerBorrower or with respect to any of the Collateral after the occurrence and during the continuance of a Matured Default, and Borrower irrevocably agrees that the Agent shall have the continuing exclusive right to apply and reapply any and all payments received at any time time, whether with respect to the Collateral or otherwise, against the Liabilities, in such manner as the Agent may deem advisable (but in accordance with the order subject to other express terms of this Agreement requiring a certain application set forth above)of proceeds, notwithstanding any entry by the Agent upon any of the Agent’s books and records. Provided, however, this Section 10.14 shall not apply to any transactions unrelated to this Agreement in which the Agent, a Lender, an Issuer Agent or any of their its affiliates may have accepted deposits from, lent money to, acted as trustee under indentures of, or generally engaged in business with Borrower, any Affiliates or any Person who may do business with or own securities of Borrower or any such Affiliate. Notwithstanding the foregoing, other than during a Default Period, Bank Products Obligations may be paid, and all transfers, setoffs, adjustments, credits and debits may be made in the ordinary course of business in accordance with the terms of the related Bank Products Agreements. Notwithstanding the foregoing or any provision to the contrary set forth in any Financing Agreement, during a Default Period, payments shall be applied first to Liabilities other than Bank Products Obligations on a pro rata basis, and shall be applied second to Bank Products Obligations on a pro rata basis. Notwithstanding the terms of this Section 10.14, any other terms of this Agreement or any terms of any other Financing Agreement, the Agent shall first apply payments to any charge-backs, payments pursuant to any avoidance claims or any other loss, overdraft, or shortfall with respect to deposit accounts maintained with the Agent or any other Lender, to the extent that the funds that are the subject of such charge-backs, payments pursuant to any avoidance claims or any other loss, overdraft, or shortfall have been previously paid or applied by the Agent to the Liabilities other than Bank Products Obligations. In the event that such payments are insufficient to cover such charge-backs, payments pursuant to any avoidance claims or any other loss, overdraft, or shortfall, then the Agent or any other Lender shall be indemnified for the resulting loss in the manner provided for in Section 9.10. Immediately Available Funds held by the Agent that are payable to the Lenders in accordance with the terms of this Agreement (including, but not limited to, this Section 10.14, Section 2.1.5 and Section 10.1), shall be promptly remitted to the Lenders by the Agent in accordance with the written instructions given to the Agent by the Lenders, respectively.

Application of Payments; Waiver. Except as set forth below, payments made by Borrower under this Agreement proceeds of Collateral shall generally be applied first to any costs or fees owing by Borrower (i) while a Sharing Period under the Intercreditor Agreement is not in effect, to the Agent or any LenderLiabilities under the Credit Agreement, shall be applied second to any interest payments owing hereunder which are due and unpaid(ii) while a Sharing Period under the Intercreditor Agreement is in effect, shall be applied third to any outstanding principal owing hereunder, shall be applied fourth to the establishment of cash collateral accounts to support LC Obligations, shall be applied fifth to interest accrued but not yet due, and shall be applied sixth to any other unpaid Liabilities. Notwithstanding any contrary provision contained in this Agreement or in any of the other Financing Agreements, Borrower irrevocably waives the right to direct the application of any and all payments at any time received by the Agent from Borrower, and Borrower irrevocably agrees that the Agent shall have the continuing exclusive right to apply and reapply any and all payments received at any time against the Liabilities, in such manner as the Agent may deem advisable (but Obligations in accordance with the order of application set forth above), notwithstanding any entry by the Agent upon any of the Agent’s books and records. Provided, however, this Section 10.14 shall not apply to any transactions unrelated to this Agreement in which the Agent, a Lender, an Issuer or any of their affiliates may have accepted deposits from, lent money to, acted as trustee under indentures of, or generally engaged in business with Borrower, any Affiliates or any Person who may do business with or own securities of Borrower or any such AffiliateIntercreditor Agreement. Notwithstanding the foregoing, other than during a Default Period, Bank Products Obligations may be paid, and all transfers, setoffs, adjustments, credits and debits may be made in the ordinary course of business in accordance with the terms of the related Bank Products Agreements. Notwithstanding the foregoing or any provision to the contrary set forth in any Financing Agreement, during During a Default Period, payments and proceeds of Collateral securing the Bank Products Obligations shall be applied first to Liabilities Obligations other than Bank Products Obligations on a pro rata basis, and after all such other Obligations have been paid in full shall be applied second to Bank Products Obligations on a pro rata basis. Notwithstanding the terms of this Section 10.145.11, any other terms of this Security Agreement or any terms of any other Financing Agreement, the Agent shall first apply payments and proceeds of Collateral to any charge-backs, payments pursuant to any avoidance claims or any other loss, overdraft, or shortfall with respect to deposit accounts maintained with the Agent or any other LenderSecured Party, to the extent that the funds that are the subject of such charge-backs, payments pursuant to any avoidance claims or any other loss, overdraft, or shortfall have been previously paid or applied by the Agent to the Liabilities Obligations other than Bank Products Obligations. In the event that such payments and proceeds of Collateral are insufficient to cover such charge-backs, payments pursuant to any avoidance claims or any other loss, overdraft, or shortfall, then the Agent or any other Lender Secured Party shall be indemnified for the resulting loss in the manner provided for in Section 9.10. Immediately Available Funds held by the Agent that are payable to the Lenders in accordance with the terms of this Agreement (including, but not limited to, this Section 10.14, Section 2.1.5 and Section 10.1), shall be promptly remitted to the Lenders by the Agent in accordance with the written instructions given to the Agent by the Lenders, respectively4.8.

Application of Payments; Waiver. Except as set forth below, payments Payments made by Borrower under this Agreement shall generally be applied first to any costs or fees owing by Borrower to the Agent or any Lender, shall be applied second to any interest payments owing hereunder which are due and unpaid, shall be applied third to any outstanding principal owing hereunder, and shall be applied fourth to the establishment of cash collateral accounts to support LC Obligations, shall be applied fifth to interest accrued but not yet due. Unless otherwise specified in this Agreement, and prepayments of principal made by Borrower on any Loans repayable in installments shall be applied sixth to the most remote installment then due (which shall be deemed to include, as applicable, any other unpaid Liabilitiesballoon payment due at maturity). Notwithstanding any contrary provision contained in this Agreement or in any of the other Financing Agreements, Borrower irrevocably waives the right to direct the application of any and all payments at any time received by the Agent from BorrowerBorrower or with respect to any of the Collateral, and Borrower irrevocably agrees that the Agent shall have the continuing exclusive right to apply and reapply any and all payments received at any time time, whether with respect to the Collateral or otherwise, against the Liabilities, in such manner as the Agent may deem advisable (but in accordance with the order of application set forth above)advisable, notwithstanding any entry by the Agent upon any of the Agent’s books and records. Provided, however, this Section 10.14 shall not apply to any transactions unrelated to this Agreement in which the Agent, a Lender, an Issuer Agent or any of their its affiliates may have accepted deposits from, lent money to, acted as trustee under indentures of, or generally engaged in business with Borrower, any Affiliates or any Person who may do business with or own securities of Borrower or any such Affiliate. Notwithstanding the foregoing, other than during a Default Period, Bank Products Obligations may be paid, and all transfers, setoffs, adjustments, credits and debits may be made in the ordinary course of business in accordance with the terms of the related Bank Products Agreements. Notwithstanding the foregoing or any provision to the contrary set forth in any Financing Agreement, during a Default Period, payments shall be applied first to Liabilities other than Bank Products Obligations on a pro rata basis, and shall be applied second to Bank Products Obligations on a pro rata basis. Notwithstanding the terms of this Section 10.14, any other terms of this Agreement or any terms of any other Financing Agreement, the Agent shall first apply payments to any charge-backs, payments pursuant to any avoidance claims or any other loss, overdraft, or shortfall with respect to deposit accounts maintained with the Agent or any other Lender, to the extent that the funds that are the subject of such charge-backs, payments pursuant to any avoidance claims or any other loss, overdraft, or shortfall have been previously paid or applied by the Agent to the Liabilities other than Bank Products Obligations. In the event that such payments are insufficient to cover such charge-backs, payments pursuant to any avoidance claims or any other loss, overdraft, or shortfall, then the Agent or any other Lender shall be indemnified for the resulting loss in the manner provided for in Section 9.10. Immediately Available Funds held by the Agent that are payable to the Lenders in accordance with the terms of this Agreement (including, but not limited to, this Section 10.14, Section 2.1.5 and Section 10.1), shall be promptly remitted to the Lenders by the Agent in accordance with the written instructions given to the Agent by the Lenders, respectively.

Application of Payments; Waiver. Except as set forth below, payments Payments made by Borrower Borrowers under this Agreement shall generally be applied first to any costs or fees owing by Borrower Borrowers to the Agent or any Lender, shall be applied second to any interest payments owing hereunder which are due and unpaid, shall be applied third to any outstanding principal owing hereunder, and shall be applied fourth to the establishment of cash collateral accounts to support LC Obligations, shall be applied fifth to interest accrued but not yet due. Unless otherwise specified in this Agreement, and prepayments of principal made by Borrowers on the Loan shall be applied sixth to the most remote installment then due (which shall be deemed to include, as applicable, any other unpaid Liabilitiesballoon payment due at maturity). Notwithstanding any contrary provision contained in this Agreement or in any of the other Financing Agreements, each Borrower irrevocably waives the right to direct the application of any and all payments at any time received by Lender from any Borrower or with respect to any of the Agent from BorrowerCollateral, and each Borrower irrevocably agrees that the Agent Lender shall have the continuing exclusive right to apply and reapply any and all payments received at any time time, whether with respect to the Collateral or otherwise, against the Liabilities, in such manner as the Agent Lender may deem advisable (but in accordance with the order of application set forth above)advisable, notwithstanding any entry by the Agent Lender upon any of the Agent’s Lender's books and records. Provided, however, this Section 10.14 shall not apply to any transactions unrelated to this Agreement in which the Agent, a Lender, an Issuer Lender or any of their affiliates its Affiliates may have accepted deposits from, lent money to, acted as trustee under indentures of, or generally engaged in business with with, any Borrower, any of its respective Affiliates or any Person who may do business with or own securities of any Borrower or any such Affiliate. Notwithstanding the foregoing, other than during a Default Period, Bank Products Obligations may be paid, and all transfers, setoffs, adjustments, credits and debits may be made in the ordinary course of business in accordance with the terms of the related Bank Products Agreements. Notwithstanding the foregoing or any provision to the contrary set forth in any Financing Agreement, during a Default Period, payments shall be applied first to Liabilities other than Bank Products Obligations on a pro rata basis, and shall be applied second to Bank Products Obligations on a pro rata basis. Notwithstanding the terms of this Section 10.14, any other terms of this Agreement or any terms of any other Financing Agreement, the Agent shall first apply payments to any charge-backs, payments pursuant to any avoidance claims or any other loss, overdraft, or shortfall with respect to deposit accounts maintained with the Agent or any other Lender, to the extent that the funds that are the subject of such charge-backs, payments pursuant to any avoidance claims or any other loss, overdraft, or shortfall have been previously paid or applied by the Agent to the Liabilities other than Bank Products Obligations. In the event that such payments are insufficient to cover such charge-backs, payments pursuant to any avoidance claims or any other loss, overdraft, or shortfall, then the Agent or any other Lender shall be indemnified for the resulting loss in the manner provided for in Section 9.10. Immediately Available Funds held by the Agent that are payable to the Lenders in accordance with the terms of this Agreement (including, but not limited to, this Section 10.14, Section 2.1.5 and Section 10.1), shall be promptly remitted to the Lenders by the Agent in accordance with the written instructions given to the Agent by the Lenders, respectively.

Application of Payments; Waiver. Except as set forth below, payments made by Borrower under this Agreement shall generally be applied first to any costs or fees owing by Borrower to the Agent or any Lender, shall be applied second to any interest payments owing hereunder which are due and unpaid, shall be applied third to any outstanding principal owing hereunder, and shall be applied fourth to the establishment of cash collateral accounts to support LC Obligations, shall be applied fifth to interest accrued but not yet due, and shall be applied sixth to any other unpaid Liabilities. Notwithstanding any contrary provision contained in this Agreement or in any of the other Financing Agreements, Borrower irrevocably waives the right to direct the application of any and all payments at any time received by the Agent from Borrower, and Borrower irrevocably agrees that the Agent shall have the continuing exclusive right to apply and reapply any and all payments received at any time against the Liabilities, in such manner as the Agent may deem advisable (but in accordance with the order of application set forth above), notwithstanding any entry by the Agent upon any of the Agent’s books and records. Provided, however, this Section 10.14 shall not apply to any transactions unrelated to this Agreement in which the Agent, a Lender, an Issuer Lender or any of their affiliates may have accepted deposits from, lent money to, acted as trustee under indentures of, or generally engaged in business with Borrower, any Affiliates or any Person who may do business with or own securities of Borrower or any such Affiliate. Notwithstanding the foregoing, other than during a Default Period, Bank Products Obligations may be paid, and all transfers, setoffs, adjustments, credits and debits may be made in the ordinary course of business in accordance with the terms of the related Bank Products Agreements. Notwithstanding the foregoing or any provision to the contrary set forth in any Financing Agreement, during During a Default Period, payments and proceeds of Collateral securing the Bank Products Obligations shall be applied first to Liabilities other than Bank Products Obligations on a pro rata basis, and shall be applied second to Bank Products Obligations on a pro rata basis. Notwithstanding the terms of this Section 10.14, any other terms of this Agreement or any terms of any other Financing Agreement, the Agent shall first apply payments and proceeds of Collateral to any charge-backs, payments pursuant to any avoidance claims or any other loss, overdraft, or shortfall with respect to deposit accounts maintained with the Agent or any other Lender, to the extent that the funds that are the subject of such charge-backs, payments pursuant to any avoidance claims or any other loss, overdraft, or shortfall have been previously paid or applied by the Agent to the Liabilities other than Bank Products Obligations. In the event that such payments and proceeds of Collateral are insufficient to cover such charge-backs, payments pursuant to any avoidance claims or any other loss, overdraft, or shortfall, then the Agent or any other Lender shall be indemnified for the resulting loss in the manner provided for in Section 9.10. Immediately Available Funds held by the Agent that are payable to the Lenders in accordance with the terms of this Agreement (including, but not limited to, this Section 10.14, Section 2.1.5 and Section 10.1), shall be promptly remitted to the Lenders by the Agent in accordance with the written instructions given to the Agent by the Lenders, respectively.

Application of Payments; Waiver. Except as set forth below, payments made by Borrower under this Agreement shall generally be applied first to any costs or fees owing by Borrower to the Agent or any Lender, shall be applied second to any interest payments owing hereunder which are due and unpaid, shall be applied third to any outstanding principal owing hereunder, shall be applied fourth to the establishment of cash collateral accounts to support LC Obligations, shall be applied fifth to interest accrued but not yet due, and shall be applied sixth to any other unpaid Liabilities. Notwithstanding any contrary provision contained in this Agreement or in any of the other Financing Agreements, Borrower irrevocably waives the right to direct the application of any and all payments at any time received by the Agent from Borrower, and Borrower irrevocably agrees that the Agent shall have the continuing exclusive right to apply and reapply any and all payments received at any time against the Liabilities, in such manner as the Agent may deem advisable (but in accordance with the order of application set forth above), notwithstanding any entry by the Agent upon any of the Agent’s books and records. Provided, however, this Section 10.14 shall not apply to any transactions unrelated to this Agreement in which the Agent, a Lender, an Issuer or any of their affiliates may have accepted deposits from, lent money to, acted as trustee under indentures of, or generally engaged in business with Borrower, any Affiliates or any Person who may do business with or own securities of Borrower or any such Affiliate. Notwithstanding the foregoing, other than during a Default Period, Bank Products Obligations may be paid, and all transfers, setoffs, adjustments, credits and debits may be made in the ordinary course of business in accordance with the terms of the related Bank Products Agreements. Notwithstanding the foregoing or any provision to the contrary set forth in any Financing Agreement, during During a Default Period, payments shall be applied first to Liabilities other than Bank Products Obligations on a pro rata basis, and shall be applied second to Bank Products Obligations on a pro rata basis. Notwithstanding the terms of this Section 10.14, any other terms of this Agreement or any terms of any other Financing Agreement, the Agent shall first apply payments to any charge-backs, payments pursuant to any avoidance claims or any other loss, overdraft, or shortfall with respect to deposit accounts maintained with the Agent or any other Lender, to the extent that the funds that are the subject of such charge-backs, payments pursuant to any avoidance claims or any other loss, overdraft, or shortfall have been previously paid or applied by the Agent to the Liabilities other than Bank Products Obligations. In the event that such payments are insufficient to cover such charge-backs, payments pursuant to any avoidance claims or any other loss, overdraft, or shortfall, then the Agent or any other Lender shall be indemnified for the resulting loss in the manner provided for in Section 9.10. Immediately Available Funds held by the Agent that are payable to the Lenders in accordance with the terms of this Agreement (including, but not limited to, this Section 10.14, Section 2.1.5 and Section 10.1), shall be promptly remitted to the Lenders by the Agent in accordance with the written instructions given to the Agent by the Lenders, respectively.