Common use of Application of Proceeds of Collateral and Payments Clause in Contracts

Application of Proceeds of Collateral and Payments. Notwithstanding anything in the Loan Documents to the contrary, the amount of all payments or amounts received by Lender with respect to the Loan (other than those payments described in Section 3.2(a)(ii)) shall be applied in the following order of priority: (a) to any past due payments of interest on the Loan and to accrued interest on the Loan through the date of such payment, including any interest at the Default Rate; (b) to any late fees, examination fees and expenses, collection fees and expenses and any other fees and expenses due to Lender in its capacity as Lockbox Agent or otherwise under the Loan Documents in connection with the Loan; (c) to the unpaid principal balance of Tranche F until the Tranche F principal balance is reduced to zero; and (d) to the unpaid principal balance of Tranche G until the Tranche G principal balance is reduced to zero. In calculating interest and applying payments as set forth above: (i) interest on the Loan shall be calculated and collected through the date payment is actually received by Lender; (ii) interest on the outstanding balance of the Loan shall be charged during any grace period permitted under the Loan Documents; (iii) at the end of each month, at the reasonable discretion of Lender, all past due interest and other past due charges provided for under the Loan Documents with respect to the Loan shall be added to the principal balance of the Loan; and (iv) to the extent that Borrower makes a payment or Lender receives any payment or proceeds of the Collateral for Borrower's benefit that is subsequently invalidated, set aside or required to be repaid to any other Person, then, to such extent, the Obligations in connection with the Loan shall be revived and continue as if such payment or proceeds had not been received by Lender and Lender may adjust the Loan balance as Lender, in its discretion, deems appropriate as indicated under the circumstances. The provisions of this Section 2.10 are also subject to the parties' rights and obligations under the Loan Documents as to the application of proceeds of the Collateral following an Event of Default. 

Application of Proceeds of Collateral and Payments. Notwithstanding anything in the Acquisition Loan Documents to the contrary, the amount of all payments or amounts received by Lender with respect to the Loan (other than those payments described in Section 3.2(a)(ii)) shall be applied in the following order of priority: (a) to any past due payments of interest on the Loan and to accrued interest on the Loan through the date of such payment, including any interest at the Default Rate; (b) to any late fees, examination fees and expenses, collection fees and expenses and any other fees and expenses due to Lender in its capacity as Lockbox Agent or otherwise under the Acquisition 6284.345.1224403.10 19 4/16/2018 Loan Documents in connection with the Loan; and (c) to the unpaid principal balance of Tranche F until the Tranche F principal balance is reduced to zero; and (d) to the unpaid principal balance of Tranche G until the Tranche G principal balance is reduced to zeroLoan. In calculating interest and applying payments as set forth above: (i) interest on the Loan shall be calculated and collected through the date payment is actually received by Lender; (ii) interest on the outstanding balance of the Loan shall be charged during any grace period permitted under the Acquisition Loan Documents; (iii) at the end of each month, at the reasonable discretion of Lender, all past due interest and other past due charges provided for under the Acquisition Loan Documents with respect to the Loan shall be added to the principal balance of the Loan; and (iv) to the extent that Borrower makes a payment or Lender receives any payment or proceeds of the Collateral for Borrower's benefit that is subsequently invalidated, set aside or required to be repaid to any other Person, then, to such extent, the Obligations in connection with the Loan shall be revived and continue as if such payment or proceeds had not been received by Lender and Lender may adjust the Loan balance as Lender, in its discretion, deems appropriate as indicated under the circumstances. The provisions of this Section 2.10 are also subject to the parties' rights and obligations under the Acquisition Loan Documents as to the application of proceeds of the Collateral following an Event of Default. 

Application of Proceeds of Collateral and Payments. Notwithstanding anything in the Loan Documents to the contrary, the amount of all payments or amounts received by Lender with respect to the Inventory Loan (other than those payments described in Section 3.2(a)(ii)) shall be applied in to the following order of priorityextent applicable under the Loan Documents: (a) first, to any past due payments of interest on the Inventory Loan and to accrued interest on the Inventory Loan through the date of such payment, including any interest at the Default Ratedefault interest; (b) then, to any late fees, examination fees and expensesoverdue risk assessments, collection fees and expenses and any other fees and expenses due to Lender in its capacity as Lockbox Agent or otherwise under the Loan Documents in connection with the Inventory Loan; and (c) last, the remaining balance, if any, to the unpaid principal balance of Tranche F until the Tranche F principal balance is reduced to zeroInventory Loan; and (d) provided, however, while an Event of Default or Incipient Default exists, each payment received with respect to the unpaid principal balance of Tranche G until the Tranche G principal balance is reduced Inventory Loan shall be applied to zerosuch amounts owed to Lender by Borrower as Lender in its discretion may determine. In calculating interest and applying payments as set forth above: (i) interest on the Inventory Loan shall be calculated and collected through the date payment is actually received by Lender; (ii) interest on the outstanding balance of the Inventory Loan shall be charged during any grace period permitted under the Loan Documents; (iii) at the end of each month, at the reasonable discretion of Lender, all past due interest and other past due charges provided for under the Loan Documents with respect to the Inventory Loan shall be added to the principal balance of the Inventory Loan; and (iv) to the extent that Borrower makes a payment or Lender receives any payment or proceeds of the Collateral for Borrower's benefit that is subsequently invalidated, set aside or required to be repaid to any other Personperson or entity, then, to such extent, the Obligations in connection with the Inventory Loan intended to be satisfied shall be revived and continue as if such payment or proceeds had not been received by Lender Lender, and Lender may adjust the Inventory Loan balance in order to take into account such repayment, by restoring the amount of the repayment to the outstanding balance of the Obligations (with the particular Obligations deemed to have been revived to be such Obligations as Lender, in its discretion, deems appropriate as indicated under the circumstances), giving retroactive effect to the restoration of such particular Obligations as if the payment required to be repaid had never been received by Lender. The provisions of this Section PARAGRAPH 2.10 are also subject to the parties' parties rights and obligations under the Loan Documents as to the application of proceeds of the Collateral following an Event of Default. .

Application of Proceeds of Collateral and Payments. Notwithstanding -------------------------------------------------- anything in the Loan Documents to the contrary, the amount of all payments or amounts received by Lender with respect to the Inventory Loan (other than those payments described in Section 3.2(a)(ii)) shall be applied in to the following order of priorityextent applicable under the Loan Documents: (a) first, to any past due payments of interest on the Inventory Loan and to accrued interest on the Inventory Loan through the date of such payment, including any interest at the Default Ratedefault interest; (b) then, to any late fees, examination fees and expensesoverdue risk assessments, collection fees and expenses and any other fees and expenses due to Lender in its capacity as Lockbox Agent or otherwise under the Loan Documents in connection with the Inventory Loan; and (c) last, the remaining balance, if any, to the unpaid principal balance of Tranche F until the Tranche F principal balance is reduced to zeroInventory Loan; and (d) provided, however, while an Event of Default or Incipient Default exists, each payment received with respect to the unpaid principal balance of Tranche G until the Tranche G principal balance is reduced Inventory Loan shall be applied to zerosuch amounts owed to Lender by Borrower as Lender in its discretion may determine. In calculating interest and applying payments as set forth above: (i) interest on the Inventory Loan shall be calculated and collected through the date payment is actually received by Lender; (ii) interest on the outstanding balance of the Inventory Loan shall be charged during any grace period permitted under the Loan Documents; (iii) at the end of each month, at the reasonable discretion of Lender, all past due interest and other past due charges provided for under the Loan Documents with respect to the Inventory Loan shall be added to the principal balance of the Inventory Loan; and (iv) to the extent that Borrower makes a payment or Lender receives any payment or proceeds of the Collateral for Borrower's benefit that is subsequently invalidated, set aside or required to be repaid to any other Personperson or entity, then, to such extent, the Obligations in connection with the Inventory Loan intended to be satisfied shall be revived and continue as if such payment or proceeds had not been received by Lender Lender, and Lender may adjust the Inventory Loan balance in order to take into account such repayment, by restoring the amount of the repayment to the outstanding balance of the Obligations (with the particular Obligations deemed to have been revived to be such Obligations as Lender, in its discretion, deems appropriate as indicated under the circumstances), giving retroactive effect to the restoration of such particular Obligations as if the payment required to be repaid had never been received by Lender. The provisions of this Section paragraph 2.10 are also subject to the parties' parties rights and obligations -------------- under the Loan Documents as to the application of proceeds of the Collateral following an Event of Default. .

Application of Proceeds of Collateral and Payments. Notwithstanding anything in the Receivables Loan Documents to the contrary, the amount of all payments or amounts received by Lender with respect to the Receivables Loan (other than those payments described in Section 3.2(a)(ii)) shall be applied in to the following order of priorityextent applicable under the Receivables Loan Documents: (a) first, to any past due payments of interest on the Receivables Loan and to accrued interest on the Receivables Loan through the date of such payment, including any interest at the Default Ratedefault interest; (b) then, to any late fees, examination fees and expenses, collection fees and expenses and any other fees and expenses due to Lender in its capacity as Lockbox Agent or otherwise under the Receivables Loan Documents in connection with the Receivables Loan; and (c) last, the remaining balance, if any, to the unpaid principal balance of Tranche F until the Tranche F principal balance is reduced to zeroReceivables Loan; and (d) provided, however, while an Event of Default or Incipient Default exists, each payment received with respect to the unpaid principal balance of Tranche G until the Tranche G principal balance is reduced Receivables Loan shall be applied to zerosuch amounts owed to Lender by Borrower as Lender in its discretion may determine. In calculating interest and applying payments as set forth above: (ia) interest on the Receivables Loan shall be calculated and collected through the date payment is actually received by Lender; (iib) interest on the outstanding principal balance of the Receivables Loan shall be charged during any grace period permitted under the Receivables Loan Documents; (iiic) at the end of each month, at the reasonable discretion of Lender, all past due interest and other past due charges provided for under the Receivables Loan Documents with respect to the Receivables Loan shall be added to the principal balance of the LoanReceivables Loan in accordance with the provisions of Article 363 of the Mexican Commercial Code; and (ivd) to the extent that Borrower makes a payment or Lender receives any payment or proceeds of the Collateral for Borrower's benefit that is subsequently invalidated, set aside or required to be repaid to any other Personperson or entity, then, to such extent, the Obligations in connection with the Receivables Loan intended to be satisfied shall be revived and continue as if such payment or proceeds had not been received by Lender and Lender may adjust the Receivables Loan balance as Lender, in its discretion, deems appropriate as indicated under the circumstances. The provisions of this Section paragraph 2.10 are also subject to the parties' parties rights and obligations under the Receivables Loan Documents as to the application of proceeds of the Collateral following an Event of Default. .

Application of Proceeds of Collateral and Payments. (a) Notwithstanding anything in the Loan Documents to the contrary, the amount of all payments or amounts received by Lender with respect to the Receivables Loan (other than those payments described in Section 3.2(a)(ii)) shall be applied in to the following order of priorityextent applicable under the Loan Documents: (a) first, to any past due payments of interest on the Receivables Loan and to accrued interest on the Receivables Loan through the date of such payment, including any interest at the Default Ratedefault interest; (b) then, to any late fees, examination fees and expenses, collection fees and expenses and any other fees and expenses due to Lender in its capacity as Lockbox Agent or otherwise under the Loan Documents in connection with the Receivables Loan; and (c) last, the remaining balance, if any, to the unpaid principal balance of Tranche F until the Tranche F principal balance is reduced to zeroReceivables Loan; and (d) provided, however, while an Event of Default or Incipient Default exists, each payment received with respect to the unpaid principal balance of Tranche G until the Tranche G principal balance is reduced Receivables Loan shall be applied to zerosuch amounts owed to Lender by Borrower as Lender in its discretion may determine. In calculating interest and applying payments as set forth above: (ia) interest on the Receivables Loan shall be calculated and collected through the date payment is actually received by Lender; (iib) interest on the outstanding principal balance of the Receivables Loan shall be charged during any grace period permitted under the Loan Documents; (iiic) at the end of each month, at the reasonable discretion of Lender, all past due interest and other past due charges provided for under the Loan Documents with respect to the Receivables Loan shall be added to the principal balance of the LoanReceivables Loan in accordance with the provisions of Article 363 of the Mexican Commercial Code; and (ivd) to the extent that Borrower makes a payment or Lender receives any payment or proceeds of the Collateral for Borrower's benefit that is applied as a payment under the Receivables Loan that is subsequently invalidated, set aside or required to be repaid to any other Personperson or entity, then, to such extent, the Obligations in connection with the Receivables Loan intended to be satisfied shall be revived and continue as if such payment or proceeds had not been received by Lender and Lender may adjust the Receivables Loan balance as Lender, in its discretion, deems appropriate as indicated under the circumstances. The provisions of this Section paragraph 2.10 are also subject to the parties' parties rights and obligations under the Loan Documents as to the application of proceeds of the Collateral following an Event of Default. .

Application of Proceeds of Collateral and Payments. Notwithstanding anything in the Receivables Loan Documents to the contrary, the amount of all payments or amounts received by Lender with respect to the Receivables Loan (other than those payments described in Section 3.2(a)(ii)) shall be applied in to the following order of priority: extent applicable under the Receivables Loan Documents; (a) first, to any past due payments of interest on the Receivables Loan and to accrued interest on the Receivables Loan through the date of such payment, including any interest at the Default Ratedefault interest; (b) then, to any late fees, examination fees and expenses, collection fees and expenses and any other fees and expenses due to Lender in its capacity as Lockbox Agent or otherwise under the Receivables Loan Documents in connection with the Receivables Loan; and (c) last, the remaining balance, if any, to the unpaid principal balance of Tranche F until the Tranche F principal balance is reduced to zeroReceivables Loan; and (d) provided however, while an Event of Default or Incipient Default exists, each payment received with respect to the unpaid principal balance of Tranche G until Receivables Loan shall be applied to such amounts owed to Lender by Borrower under the Tranche G principal balance is reduced to zeroReceivables Loan Documents as Lender in its discretion may determine. In calculating interest and applying payments as set forth above: (ia) interest on the Receivables Loan shall be calculated and collected through the date payment is actually received by Lender; (iib) interest on the outstanding balance of the Receivables Loan shall be charged during any grace period permitted under the Receivables Loan Documents; (iiic) at the end of each month, at the reasonable discretion of Lender, all past due interest and other past due charges provided for under the Receivables Loan Documents with respect to the Receivables Loan shall be added to the principal balance of the LoanReceivables Loan in accordance with the provisions of Article 363 of the Mexican Commercial Code; and (ivd) to the extent that Borrower makes a payment or Lender receives any payment or proceeds of the Collateral for Borrower's benefit that is subsequently invalidated, set aside or required to be repaid to any other Personperson or entity, then, to such extent, the Obligations in connection with the Receivables Loan intended to be satisfied shall be revived and continue as if such payment or proceeds had not been received by Lender and Lender may adjust the Receivables Loan balance as Lender, in its discretion, deems appropriate as indicated under the circumstances. The provisions of this Section paragraph 2.10 are also subject to the parties' rights and obligations under the Receivables Loan Documents as to the application of proceeds of the Collateral following an Event of Default. .