Common use of Before Default Clause in Contracts

Before Default. Any payment made by Borrower or received for Borrower's account shall be applied as follows if after applying such payment no Event of Default or Incipient Payment Default shall have occurred and be continuing: (i) Payments made by Borrower to, or received for Borrower's account by, U.S. Bank shall be applied to amounts due in respect of Overnight Loans in accordance with the following priorities: (A) First, to expenses and indemnities due to U.S. Bank hereunder or under any other Loan Document; (B) Second, to fees due to U.S. Bank under Section 2.10(c) hereof; (C) Third, to interest due on any Overnight Loans; (D) Fourth, to repay principal then due in respect of Overnight Loans; (E) Fifth, to prepay principal of such of the Overnight Loans as may be designated by Borrower if such prepayment is permitted in a notice provided contemporaneously with any such payment and, in the absence of any such designation, as U.S. Bank may elect; and (F) Sixth, if all amounts due to U.S. Bank in respect of the Overnight Loans have been paid in full and such Loans have been fully repaid, U.S. Bank shall immediately transfer amounts remaining, if any, to Agent for application pursuant to Section 2.9(a)(ii). (ii) Payments made by Borrower to, or received for Borrower's account by Agent shall be applied to amounts due in respect of Revolving Loans, Operating Loans, Short-term Acquisition Loans, Long-term Acquisition Loans, Drafts, and Letters of Credit in accordance with the following priorities: (A) First, to expenses and indemnities due to Agent and the Lenders hereunder or under any other Loan Documents; (B) Second, to fees due to Agent and Lenders under Sections 2.10(a), (b) and (d) hereof; (C) Third, to interest due on any Operating, Revolving, Short-term Acquisition and Long-term Acquisition Loans; (D) Fourth, to repay principal then due in respect of the Operating, Revolving, Short-term Acquisition and Long-term Acquisition Loans; (E) Fifth, to pay all amounts due in respect of any Draft; (F) Sixth, to pay all amounts due in respect of any Letter of Credit; (G) Seventh, to prepay principal of such of the Revolving, Operating, Short-term Acquisition and Long-term Acquisition Loans and to fund a cash collateral account to be held by Agent to secure Borrower's payment obligations not yet due in respect of Letters of Credit, all as may be designated by Borrower, provided, however, that any designation by Borrower under this Section 2.9(a)(ii)(G) shall be communicated in a notice provided contemporaneously with any such payment and, provided further, that if Borrower elects to prepay the Long-term Acquisition Loans or to fund a cash collateral account to secure its payment obligations not yet due in respect of Letters of Credit, Borrower must elect both to prepay the Long-term Acquisition Loans and to fund such cash collateral account in the same proportion that the then outstanding principal balance of the Long-term Acquisition Loans bears to the Letter of Credit Usage; in the absence of any designation by Borrower under this Section 2.9(a)(ii)(G), such payments shall be applied to prepay the Revolving, Operating, Short-term Acquisition and Long-term Acquisition Loans and to fund a cash collateral account to be held by Agent to secure Borrower's payment obligations not yet due in respect of Letters of Credit proportionally to the then outstanding principal balances of the Revolving, Operating, Short-term Acquisition and Long-term Acquisition Loans and the Letter of Credit Usage; (H) Eighth, to fund a cash collateral account to be held by Agent to secure Borrower's payment obligations not yet due in respect of Drafts in proportion to the then outstanding Acceptance Advances; and (I) Ninth, if all amounts due to Lenders, any Seafirst Affiliate and Agent in respect of the Revolving Loans, Operating Loans, Short-term Acquisition Loans, Long-term Acquisition Loans, Drafts, and Letters of Credit have been paid in full, all such Loans have been fully repaid, and an amount equal to the sum of the then-outstanding Acceptance Advances and Letter of Credit Usage is held by Agent as cash collateral to secure Borrower's obligations in respect of Drafts and Letters of Credit, Agent shall immediately transfer amounts remaining, if any, to U.S. Bank for application pursuant to Section 2.9(a)(i). (iii) Notwithstanding anything herein to the contrary, if after applying such payment no Event of Default or Incipient Payment Default shall have occurred and be continuing, the net proceeds received by the Borrower from the sale of any trade receivables (other than sales made in the ordinary course of Borrower's business) shall be paid to Agent upon receipt and applied first as if Section 2.9(a)(ii) (other than subsection I thereof) applied and as if there were no expenses, fees, indemnities, interest, or principal due in respect of the Operating or Revolving Loans, no outstanding principal balances of the Operating or Revolving Loans, and no outstanding Acceptance Advances. The balance of such proceeds, if any, shall then be applied in accordance with Section 2.9(a)(ii).

Before Default. Any payment made by Borrower or received for Borrower's account shall be applied as follows if after applying such payment no Event of Default or Incipient Payment Default shall have occurred and be continuing: (i) Payments made by Borrower to, or received for Borrower's account by, U.S. Bank shall be applied to amounts due in respect of Overnight Loans Advances in accordance with the following priorities: (A) First, to expenses and indemnities due to U.S. Bank hereunder or under any other Loan Document; (B) Second, to fees due to U.S. Bank under Section 2.10(c) hereof5.06; (C) Third, to interest due on any Overnight LoansAdvances; (D) Fourth, to repay principal then due in respect of Overnight LoansAdvances; (E) Fifth, to prepay principal of such of the Overnight Loans Advances as may be designated by Borrower if such prepayment is permitted in a notice provided contemporaneously with any such payment and, in the absence of any such designation, as U.S. Bank may elect; and (F) Sixth, if all amounts due to U.S. Bank in respect of the Overnight Loans Advances have been paid in full and such Loans Advances have been fully repaid, U.S. Bank shall immediately transfer amounts remaining, if any, to Agent for application pursuant to Section 2.9(a)(ii6.11(a)(ii). (ii) Payments made by Borrower to, or received for Borrower's account by Agent shall be applied to amounts due in respect of Revolving Loans, Advances and Operating Loans, Short-term Acquisition Loans, Long-term Acquisition Loans, Drafts, and Letters of Credit Advances in accordance with the following priorities: (A) First, to expenses and indemnities due to Agent Agent, Seafirst and the Lenders U.S. Bank hereunder or under any other Loan Documents; (B) Second, to fees due to Agent and Lenders Banks under Sections 2.10(a), (b) 4.08 and (d) hereof4.09; (C) Third, to interest due on any Operating, Revolving, Short-term Acquisition and Long-term Acquisition LoansOperating Advance or Revolving Advance; (D) Fourth, to repay principal then due in respect of the Operating, Revolving, Short-term Acquisition Operating Advances and Long-term Acquisition LoansRevolving Advances; (E) Fifth, to pay all amounts due in respect of any Draft; (F) Sixth, to pay all amounts due in respect of any Letter of Credit; (G) Seventh, to prepay principal of such of the Revolving, Operating, Short-term Acquisition and Long-term Acquisition Loans and to fund a cash collateral account to be held by Agent to secure Borrower's payment obligations not yet due in respect of Letters of Credit, all Revolving or Operating Advances as may be designated by Borrower, provided, however, that any designation by Borrower under this Section 2.9(a)(ii)(G) shall be communicated in a notice provided contemporaneously with any such payment and, provided further, that if Borrower elects to prepay the Long-term Acquisition Loans or to fund a cash collateral account to secure its payment obligations not yet due in respect of Letters of Credit, Borrower must elect both to prepay the Long-term Acquisition Loans and to fund such cash collateral account in the same proportion that the then outstanding principal balance of the Long-term Acquisition Loans bears to the Letter of Credit Usage; in the absence of any designation by Borrower under this Section 2.9(a)(ii)(G)such designation, to such payments shall be applied to prepay the Revolving, Operating, Short-term Acquisition and Long-term Acquisition Loans and to fund a cash collateral account to be held by Agent to secure Borrower's payment obligations not yet due in respect of Letters of Credit proportionally to the then outstanding principal balances of the RevolvingRevolving Advances as Agent may elect until all Revolving Advances are paid in full and, Operating, Short-term Acquisition and Long-term Acquisition Loans and the Letter of Credit Usage; (H) Eighththereafter, to fund a cash collateral account to be held by such of the Operating Advances as Agent to secure Borrower's payment obligations not yet due in respect of Drafts in proportion to the then outstanding Acceptance Advancesmay elect; and (IF) NinthSixth, if all amounts due to Lenders, any Seafirst Affiliate and Agent Banks in respect of the Revolving Loans, Advances and the Operating Loans, Short-term Acquisition Loans, Long-term Acquisition Loans, Drafts, and Letters of Credit Advances have been paid in full, all full and such Loans Advances have been fully repaid, and an amount equal to the sum of the then-outstanding Acceptance Advances and Letter of Credit Usage is held by Agent as cash collateral to secure Borrower's obligations in respect of Drafts and Letters of Credit, Agent shall immediately transfer amounts remaining, if any, to U.S. Bank for application pursuant to Section 2.9(a)(i6.11(a)(i). (iii) Notwithstanding anything herein to the contrary, if after applying such payment no Event of Default or Incipient Payment Default shall have occurred and be continuing, the net proceeds received by the Borrower from the sale of any trade receivables (other than sales made in the ordinary course of Borrower's business) shall be paid to Agent upon receipt and applied first as if Section 2.9(a)(ii) (other than subsection I thereof) applied and as if there were no expenses, fees, indemnities, interest, or principal due in respect of the Operating or Revolving Loans, no outstanding principal balances of the Operating or Revolving Loans, and no outstanding Acceptance Advances. The balance of such proceeds, if any, shall then be applied in accordance with Section 2.9(a)(ii).