Common use of Payments; Application of Payments; Debit of Accounts Clause in Contracts

Payments; Application of Payments; Debit of Accounts. (a) All payments to be made by Co-Borrowers under any Loan Document shall be made in immediately available funds in Dollars, without setoff or counterclaim, before 12:00 p.m. Pacific time on the date when due. Payments of principal and/or interest received after 12:00 p.m. Pacific time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment shall be due the next Business Day, and additional fees or interest, as applicable, shall continue to accrue until paid. (b) On and after the occurrence of an Event of Default that continues, Bank has the exclusive right to determine the order and manner in which all payments with respect to the Obligations may be applied. On and after the occurrence of an Event of Default that continues, Co-Borrowers shall have no right to specify the order or the accounts to which Bank shall allocate or apply any payments required to be made by Co-Borrowers to Bank or otherwise received by Bank under this Agreement when any such allocation or application is not specified elsewhere in this Agreement. Prior to the occurrence of an Event of Default that continues, Co-Borrowers have the exclusive right to determine the order and manner in which all prepayments with respect to the Obligations may be applied. (c) Bank may debit any of Co-Borrowers’ deposit accounts, as long as it first debits the Designated Deposit Account, for principal and interest payments or any other amounts Co-Borrowers owe Bank when due. These debits shall not constitute a set-off. With respect to amounts other than principal and interest payments, Bank shall endeavor to promptly notify Co-Borrowers of any such debits to Co-Borrowers’ deposit accounts, but any failure to so notify Co-Borrowers shall not be a breach by Bank hereunder.

Payments; Application of Payments; Debit of Accounts. (a) All payments to be made by Co-Borrowers Borrower under any Loan Document shall be made in immediately available funds in Dollars, without setoff or counterclaim, before 12:00 p.m. Pacific time on the date when due. Payments of principal and/or interest received after 12:00 p.m. Pacific time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment shall be due the next Business Day, and additional fees or interest, as applicable, shall continue to accrue until paid. (b) On and after the occurrence of an Event of Default that continues, Bank has the exclusive right to determine the order and manner in which all payments with respect to the Obligations may be applied. On and after the occurrence of an Event of Default that continues, Co-Borrowers Borrower shall have no right to specify the order or the accounts to which Bank shall allocate or apply any payments required to be made by Co-Borrowers Borrower to Bank or otherwise received by Bank under this Agreement when any such allocation or application is not specified elsewhere in this Agreement. Prior to the occurrence of an Event of Default that continues, Co-Borrowers have the exclusive right to determine the order and manner in which all prepayments with respect to the Obligations may be applied. (c) Bank may debit any of Co-Borrowers’ Borrower’s deposit accounts, as long as it first debits including the Designated Deposit Account, for principal and interest payments or any other amounts Co-Borrowers owe Borrower owes Bank when due. These debits shall not constitute a set-off. With Notwithstanding anything to the contrary in previous sentence, with respect to Bank debiting the aforementioned deposit accounts of Borrower for amounts due to Bank other than principal and interest payments, unless an Event of Default has occurred and is continuing, Bank shall endeavor hereby agrees to promptly notify Co-Borrowers use best efforts to provide Borrower with notice prior to debiting any of any such debits to Co-Borrowers’ deposit accounts, but any the failure of Bank to so notify Co-Borrowers Borrower shall not be deemed a breach by of this Agreement. For purposes of clarifying the immediately preceding sentence, Bank hereundershall not be required to provide any notice to Borrower when debiting any of Borrower’s deposit accounts for principal and interest payments that Borrower owes Bank when due.

Payments; Application of Payments; Debit of Accounts. (a) All payments to be made by Co-Borrowers Borrower under any Loan Document shall be made in immediately available funds in Dollars, without setoff or counterclaim, before 12:00 p.m. Pacific time on the date when due. Payments of principal and/or interest received after 12:00 p.m. Pacific time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment shall be due the next Business Day, and additional fees or interest, as applicable, shall continue to accrue until paid. (b) On So long as no Event of Default has occurred that is continuing, payments and after collections shall be applied first to outstanding Advances under the Revolving Line and then to Growth Capital Advances; provided that regularly scheduled payments of principal and interest on the Growth Capital Advances shall be applied as directed by Borrower. Following the occurrence and during the continuation of an Event of Default that continuesDefault, Bank has the exclusive right to determine the order and manner in which all payments with respect to the Obligations may be applied. On and after Following the occurrence and during the continuation of an Event of Default that continuesDefault, Co-Borrowers Borrower shall have no right to specify the order or the accounts to which Bank shall allocate or apply any payments required to be made by Co-Borrowers Borrower to Bank or otherwise received by Bank under this Agreement when any such allocation or application is not specified elsewhere in this Agreement. Prior to the occurrence of an Event of Default that continues, Co-Borrowers have the exclusive right to determine the order and manner in which all prepayments with respect to the Obligations may be applied. (c) Bank may debit any of Co-Borrowers’ Borrower’s deposit accounts, as long as it first debits including the Designated Deposit Account, for principal and interest payments or any other amounts Co-Borrowers owe Borrower owes Bank when due. These debits shall not constitute a set-off. With respect to amounts other than principal and interest payments, Bank shall endeavor to promptly notify Co-Borrowers of any such debits to Co-Borrowers’ deposit accounts, but any failure to so notify Co-Borrowers shall not be a breach by Bank hereunder.

Payments; Application of Payments; Debit of Accounts. (a) All payments to be made by Co-Borrowers Borrower under any Loan Document shall be made in immediately available funds in Dollars, without setoff or counterclaim, before 12:00 p.m. Pacific time on the date when due. Payments of principal and/or interest received after 12:00 p.m. Pacific time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment shall be due the next Business Day, and additional fees or interest, as applicable, shall continue to accrue until paid. (b) On and after the occurrence of Unless an Event of Default that continueshas occurred and is continuing, Bank has shall apply any funds in its possession, whether from Borrower or any Guarantor account balances, payments, or proceeds realized as the exclusive right result of any collection of Accounts or other disposition of the Collateral, first, to determine Bank Expenses, including without limitation, the order reasonable costs, expenses, liabilities, obligations and manner attorneys’ fees incurred by Bank in which all payments with respect the exercise of its rights under this Agreement; second, to the interest due upon any of the Obligations; and third, to the principal of the Obligations may and any applicable fees and other charges, in such order as Bank shall determine in its sole discretion. Any surplus shall be appliedpaid to Borrower or other Persons legally entitled thereto; Borrower and Guarantors shall remain liable to Bank for any deficiency. On and after the occurrence of If an Event of Default that continueshas occurred and is continuing, Co-Borrowers shall have no right to specify the order or the accounts to which Bank shall allocate or may apply any payments required to be made by Co-Borrowers to Bank funds in its possession, whether from Borrower or otherwise received by Bank under this Agreement when any such allocation Guarantor account balances, payments, proceeds realized as the result of any collection of Accounts or application is not specified elsewhere in this Agreement. Prior to other disposition of the occurrence of an Event of Default that continuesCollateral, Co-Borrowers have the exclusive right to determine the order and manner in which all prepayments with respect or otherwise, to the Obligations may in such order as Bank shall determine in its sole discretion. Any surplus shall be appliedpaid to Borrower or other Persons legally entitled thereto; Borrower and Guarantors shall remain liable to Bank for any deficiency. (c) Bank may debit any of Co-Borrowers’ Borrower’s deposit accounts, as long as it first debits including the Designated Deposit Account, for principal and interest payments or any other amounts Co-Borrowers owe Borrower owes Bank when due. These debits shall not constitute a set-off. With respect to amounts other than principal and interest payments, Bank shall endeavor to promptly notify Co-Borrowers of any such debits to Co-Borrowers’ deposit accounts, but any failure to so notify Co-Borrowers shall not be a breach by Bank hereunder.

Payments; Application of Payments; Debit of Accounts. (a) All payments to be made by Co-Borrowers Borrower under any Loan Document shall be made in immediately available funds in Dollars, without setoff or counterclaim, before 12:00 p.m. Pacific time on the date when due. Payments of principal and/or interest received after 12:00 p.m. Pacific time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment shall be due the next Business Day, and additional fees or interest, as applicable, shall continue to accrue until paid. (b) On and after the occurrence of an Event of Default that continues, Bank Agent has the exclusive right right, in its sole discretion, to determine the order and manner in which all payments with respect to the Obligations may be applied. On and after the occurrence of an Event of Default that continues, Co-Borrowers shall have no right to specify the order or the accounts to which Bank shall allocate or apply any payments required to be made by Co-Borrowers to Bank or otherwise received by Bank under this Agreement when any such allocation or application is not specified elsewhere in this Agreement. Prior to the occurrence of an Event of Default that continues, Co-Borrowers have the exclusive right to determine the order and manner in which all prepayments with respect to the Obligations may be applied. (c) Bank may The Agent will initiate debit any entries to the Borrower’s account on behalf of Cothe Lenders as authorized on the ACH Authorization (i) on each payment date of all periodic obligations payable to Agent (on behalf of the Lenders) under each Term Loan Advance and (ii) out-Borrowers’ deposit accountsof-pocket legal fees and costs incurred by Agent or the Lenders in connection with this Agreement that are required to be paid pursuant to Section 2.6(b); provided that, as long as it first debits the Designated Deposit Account, for principal and interest payments or any other amounts Co-Borrowers owe Bank when due. These debits shall not constitute a set-off. With with respect to amounts other clause (i) above, in the event that Agent informs Borrower that the Agent will not initiate a debit entry to Borrower’s account for a certain amount of the periodic obligations due on a specific payment date, Borrower shall pay to Agent (on behalf of the Lenders) such amount of periodic obligations in full in immediately available funds on such payment date; provided, further, that, with respect to clause (i) above, if the Agent informs Borrower that Agent (on behalf of the Lenders) will not initiate a debit entry as described above later than principal the date that is five (5) Business Days prior to such payment date, Borrower shall pay to Agent (on behalf of the Lenders) such amount of periodic obligations in full in immediately available funds on the date that is five (5) Business Days after the date on which Agent notifies Borrower of such; provided, further, that, with respect to clause (ii) above, in the event that the Agent informs Borrower that Agent (on behalf of the Lenders) will not initiate a debit entry to Borrower’s account for certain amount of such out-of-pocket legal fees and interest paymentscosts incurred by Agent or the Lenders that are required to be paid and are due pursuant to Section 2.6(b), Bank Borrower shall endeavor pay to promptly notify Co-Borrowers Agent (on behalf of the Lenders) such amount in full in immediately available funds within five (5) Business Days thereof. (d) Each payment (including prepayment) on account of any such debits fee and any reduction of the Term Loan Advances shall be made by Agent to Co-Borrowers’ deposit accounts, but any failure the Lenders pro rata according to so notify Co-Borrowers shall not be a breach by Bank hereunderthe Term Loan Commitments of the relevant Lender.

Payments; Application of Payments; Debit of Accounts. (a) All payments to be made by Co-Borrowers Borrower under any Loan Document shall be made in immediately available funds in Dollars, without setoff or counterclaim, before 12:00 2:00 p.m. Pacific time on the date when due. Payments of principal and/or interest received after 12:00 2:00 p.m. Pacific time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment shall be due the next Business Day, and additional fees or interest, as applicable, shall continue to accrue until paid. (b) On Except with respect to prepayments in accordance with Section 2.1.1(c), Collateral Agent and after the occurrence of an Event of Default that continues, Bank has Lenders have the exclusive right to determine the order and manner in which all payments with respect to the Obligations may be applied. On and after the occurrence of an Event of Default that continues, Co-Borrowers Borrower shall have no right to specify the order or the accounts to which Bank Collateral Agent or any Lender shall allocate or apply any payments required to be made by Co-Borrowers Borrower to Bank Collateral Agent and the Lenders or otherwise received by Bank Collateral Agent or any Lender under this Agreement when any such allocation or application is not specified elsewhere in this Agreement. Prior to the occurrence of an Event of Default that continues, Co-Borrowers have the exclusive right to determine the order and manner in which all prepayments with respect to the Obligations may be applied. (c) Bank Collateral Agent and each Lender may debit any of Co-Borrowers’ Borrower’s deposit accountsaccounts held by Bank (and any of Borrower’s deposit accounts whether or not held at Bank while an Event of Default has occurred and is continuing), as long as it first debits including the Designated Deposit Account, for principal and interest payments or any other amounts Co-Borrowers owe Bank Borrower owes Collateral Agent or any Lender when due, provided that Collateral Agent and the Lenders shall first debit the Designated Deposit Account for all regularly scheduled payments. These debits shall not constitute a set-off. With respect If, after a Lender Transfer (as defined herein below), Borrower is obligated to amounts make payments hereunder to a Lender other than principal the applicable transferring Lender, the transferring Lender must notify Borrower of the detailed payment instructions for the Lender to which the Lender Transfer has been made, and interest paymentsin the absence of such notification, Bank Borrower shall endeavor be entitled to promptly notify Co-Borrowers of any continue making payments hereunder as it was prior to such debits to Co-Borrowers’ deposit accounts, but any failure to so notify Co-Borrowers shall not be a breach by Bank hereunderLender Transfer.

Payments; Application of Payments; Debit of Accounts. (a) All Except as otherwise expressly provided herein, all payments to be made by Co-Borrowers Borrower under any the Loan Document Documents shall be made to each Lender (in accordance with its respective Pro Rata Share) to which such payments are owed, at such Lender’s office in immediately available funds in Dollars, without setoff or counterclaim, before 12:00 p.m. Pacific time on the date when duespecified herein. Unless otherwise provided, interest is payable monthly on the Payment Date of each month. Payments of principal and/or interest received after 12:00 p.m. Pacific 3:00 noon Eastern time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment shall be is due the next Business Day, Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments to be made by Borrower hereunder or under any other Loan Document, including payments of principal and interest, and all fees, expenses, indemnities and reimbursements, shall be made without set-off, recoupment or counterclaim, in lawful money of the United States and in immediately available funds. (b) On Collateral Agent and after the occurrence of an Event of Default that continues, Bank each Lender has the exclusive right to determine the order and manner in which all payments with respect to the Obligations may be applied. On and after the occurrence of an Event of Default that continues, Co-Borrowers Borrower shall have no right to specify the order or the accounts to which Bank Collateral Agent and each Lender shall allocate or apply any payments required to be made by Co-Borrowers Borrower to Bank Collateral Agent and each Lender or otherwise received by Bank Collateral Agent and each Lender under this Agreement when any such allocation or application is not specified elsewhere in this Agreement. Prior to the occurrence of an Event of Default that continues, Co-Borrowers have the exclusive right to determine the order and manner in which all prepayments with respect to the Obligations may be applied. (c) Bank Collateral Agent and each Lender may debit or initiate an automated clearing house payment from any of Co-Borrowers’ Borrower’s deposit accounts, as long as it first debits including the Designated Deposit Account, for principal and interest payments or any other amounts Co-Borrowers owe Bank Borrower owes Collateral Agent and each Lender when due. These debits and automated clearing house payments shall not constitute a set-off. With respect Without limiting the foregoing, Borrower shall tender to amounts other than principal Collateral Agent and interest payments, Bank shall endeavor Lenders any authorization forms as Collateral Agent or any Lender may require to promptly notify Co-Borrowers of any implement such debits to Co-Borrowers’ deposit accounts, but any failure to so notify Co-Borrowers shall not be a breach by Bank hereunderdebit or automated clearing house payment.

Payments; Application of Payments; Debit of Accounts. (a) All payments to be made by Co-Borrowers under any Loan Document shall be made in immediately available funds in Dollars, without setoff or counterclaim, before 12:00 3:00 p.m. Pacific Eastern time on the date when due. Payments of principal and/or interest received after 12:00 3:00 p.m. Pacific Eastern time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment shall be due the next Business Day, and additional fees or interest, as applicable, shall continue to accrue until paid. (b) On and after the occurrence of If an Event of Default that continueshas occurred and is continuing, Bank has the exclusive right to determine the order and manner in which all payments with respect to the Obligations may be applied. On , and after the occurrence of an Event of Default that continues, Co-Borrowers shall have no right to specify the order or the accounts to which Bank shall allocate or apply any payments required to be made by Co-Borrowers to Bank or otherwise received by Bank under this Agreement when any such allocation or application is not specified elsewhere in this Agreement. Prior to the occurrence of an Event of Default that continues, Co-Borrowers have the exclusive right to determine the order and manner in which all prepayments with respect to the Obligations may be applied. (c) Bank may shall debit any of Co-Borrowers’ deposit accountsfirst, as long as it first debits the Designated Deposit Account, and if there are insufficient funds in the Designated Deposit Account, then Co-Borrower’s other deposit accounts, for principal and interest payments or any other amounts Co-Borrowers owe Bank when due; provided, however, that so long as no Event of Default has occurred and is continuing, Bank shall use commercially reasonable efforts to provide notice to Co-Borrowers before debiting Co-Borrower’s deposit accounts for amounts other than principal and interest payments. These debits shall not constitute a set-off. With respect to amounts other than principal and interest payments, Bank shall endeavor to promptly notify Co-Borrowers of any such debits to Co-Borrowers’ deposit accounts, but any failure to so notify Co-Borrowers shall not be a breach by Bank hereunder.

Payments; Application of Payments; Debit of Accounts. (a) All payments (including prepayments) to be made by Co-Borrowers Borrower under any Loan Document shall be made in immediately available funds in U.S. Dollars, without setoff or counterclaim, before 12:00 p.m. noon Pacific time on the date when due. Payments of principal and/or interest received after 12:00 p.m. noon Pacific time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment shall be due the next Business Day, and additional fees or interest, as applicable, shall continue to accrue until paid. (b) On As long as no Event of Default has occurred and is continuing, Bank shall apply the whole or any part of collected funds against the Revolving Line and the other Obligations then due and owing to Bank, or credit such collected funds to a depository account of Borrower with Bank (or an account maintained by an Affiliate of Bank), the order and method of such application to be in the sole discretion of Bank. (c) Notwithstanding any provision herein to the contrary, all payments received or collected by Bank (including proceeds for the realization of Collateral) after the occurrence and during the continuance of an Event of Default that continuesor after any or all of the Obligations have been accelerated (so long as such acceleration has not been rescinded), shall be applied as follows: first, to payment of costs and expenses, including Bank has Expenses, of Bank payable or reimbursable by Borrower or any Guarantor under the exclusive right to determine the order and manner in which all payments with respect Loan Documents; second, to the payment of all accrued unpaid interest on the Obligations and fees owed to Bank; third, to (i) the payment of principal of the Obligations including, without limitation any reimbursement obligations in respect of Letters of Credit that are then due and payable; and (ii) the cash collateralization of 105% (110% for Letters of Credit denominated in a Currency other than Dollars) of the face amount of any unmatured Letters of Credit to the extent not then due and payable; fourth, to payment of any other amounts owing constituting Obligations; and fifth, any remainder shall be for the account of and paid to whomever may be appliedlawfully entitled thereto. On In carrying out the foregoing, (x) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category and after the occurrence (y) Bank and each other Persons entitled to payment shall receive an amount equal to its pro rata share of an Event of Default that continuesamounts available to be applied pursuant to clauses second, Co-Borrowers third and fourth above. Borrower shall have no right to specify the order or the accounts to which Bank shall allocate or apply any payments required to be made by Co-Borrowers Borrower to Bank or otherwise received by Bank under this Agreement when any such allocation or application is not specified elsewhere in this Agreement. Prior to the occurrence of an Event of Default that continues, Co-Borrowers have the exclusive right to determine the order and manner in which all prepayments with respect to the Obligations may be applied. (cd) Bank may debit any of Co-Borrowers’ Borrower’s deposit accounts, as long as it first debits including the Designated Deposit Account, for principal and interest payments or any other amounts Co-Borrowers owe Borrower owes Bank when due. These debits shall not constitute a set-off. With respect to amounts other than principal and interest payments, Bank shall endeavor to promptly notify Co-Borrowers of any such debits to Co-Borrowers’ deposit accounts, but any failure to so notify Co-Borrowers shall not be a breach by Bank hereunder.

Payments; Application of Payments; Debit of Accounts. (a) All payments to be made by Co-Borrowers Borrower under any Loan Document shall be made in immediately available funds in Dollars, without setoff or counterclaim, before 12:00 p.m. Pacific time on the date when due. Payments of principal and/or interest received after 12:00 p.m. Pacific time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment shall be due the next Business Day, and additional fees or interest, as applicable, shall continue to accrue until paid. (b) On and Notwithstanding any provision herein to the contrary, all payments received or collected by Bank (including proceeds for the realization of Collateral) after the occurrence and during the continuance of an Event of Default that continues, Bank has the exclusive right to determine the order and manner in which or after any or all payments with respect to of the Obligations may be applied. On and after have been accelerated (so long as such acceleration has not been rescinded) or upon the occurrence of an Event additional termination event (as defined under the respective Secured Rate Contract) with Borrower as the affected party (unless otherwise waived) or upon the designation of Default an early termination date with respect to any Secured Rate Contract with Borrower as the defaulting or affected party, shall be applied as follows: (i) First, to payment of costs and expenses, including Bank Expenses, of Bank payable or reimbursable by Borrower under the Loan Documents; (ii) Second, to (X) the payment of all accrued unpaid interest on the Obligations and fees owed to Bank, and (Y) the payment of any ordinary course settlement payments (including Unpaid Amounts) then due and payable to any Secured Swap Provider under its Secured Rate Contracts, after such ordinary course settlement payments have been reduced by the amount of any cash collateral that continueshas been made available to such Secured Swap Provider to secure the obligations under such Secured Rate Contract; (iii) Third, Co-Borrowers to (i) the payment of principal of the Loan Obligations including, without limitation any reimbursement obligations in respect of Letters of Credit that are then due and payable; (ii) the payment of all termination payments (but excluding Unpaid Amounts paid under clause “second” above) under the Secured Rate Contracts then due and payable to any Secured Swap Provider, after such termination payments have been reduced by the amount of any cash collateral that has been made available to such Secured Swap Provider to secure the obligations under such Secured Rate Contract; and (iii) the cash collateralization of one hundred five percent (105.0%) of the Dollar Equivalent of the face amount of any unmatured Letters of Credit to the extent not then due and payable; and (iv) the cash collateralization of any other unmatured Secured Swap Obligations in an amount necessary to secure the obligations of Borrower to any Secured Swap Provider under its Secured Rate Contracts; (iv) Fourth, to payment of any other amounts owing constituting Obligations; and (v) Fifth, any remainder shall be for the account of and paid to whomever may be lawfully entitled thereto. In carrying out the foregoing, (x) amounts received shall be applied in the numerical order provided above until exhausted prior to the application to the next succeeding category and (y) Bank, each Secured Swap Provider and each other Persons entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses second, third and fourth above. Borrower shall have no right to specify the order or the accounts to which Bank shall allocate or apply any payments required to be made by Co-Borrowers Borrower to Bank or otherwise received by Bank under this Agreement when any such allocation or application is not specified elsewhere in this Agreement. Prior to the occurrence of an Event of Default that continues, Co-Borrowers have the exclusive right to determine the order and manner in which all prepayments with respect to the Obligations may be applied. (c) Bank Bank, for itself and as agent for the Secured Swap Providers, may debit any of Co-Borrowers’ Borrower’s deposit accountsaccounts maintained with Bank, as long as it first debits including the Designated Deposit Account, for principal and interest payments or any other amounts Co-Borrowers owe Borrower owes Bank or any Secured Swap Provider when due. These debits shall not constitute a set-off. With respect to amounts When no Event of Default has occurred and is continuing, Bank or any Secured Swap Provider shall promptly notify Borrower when it debits Borrower’s accounts for any payments other than payments on account of principal and interest payments, Bank shall endeavor to promptly notify Co-Borrowers of any such debits to Co-Borrowers’ deposit accounts, but any failure to so notify Co-Borrowers shall not be a breach by Bank hereunderor interest.

Payments; Application of Payments; Debit of Accounts. (a) All payments to be made by Co-Borrowers Borrower under any Loan Document shall be made in immediately available funds in Dollars, without setoff or counterclaim, before 12:00 1:00 p.m. Pacific Eastern time on the date when due. Payments of principal and/or interest received after 12:00 1:00 p.m. Pacific Eastern time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment shall be due the next Business Day, and additional fees or interest, as applicable, shall continue to accrue until paid. (b) On and after the occurrence of an Event of Default that continues, Bank has the exclusive right to determine the order and manner in which all payments with respect to the Obligations may be applied. On and after the occurrence of an Event of Default that continues, Co-Borrowers Borrower shall have no right to specify the order or the accounts to which Bank shall allocate or apply any payments required to be made by Co-Borrowers Borrower to Bank or otherwise received by Bank under this Agreement when any such allocation or application is not specified elsewhere in this Agreement. Prior Notwithstanding any provision herein to the contrary, all payments received or collected by Bank (including proceeds for the realization of Collateral) after the occurrence and during the continuance of an Event of Default that continues, Co-Borrowers or after any or all of the Obligations have been accelerated by Bank pursuant to Section 9.1 (so long as such acceleration has not been rescinded) or upon the exclusive right to determine occurrence of an additional termination event (as defined under the order and manner in which all prepayments respective Secured Rate Contract) with Borrower as the affected party (unless otherwise waived) or upon the designation of an early termination date with respect to any Secured Rate Contract with Borrower as the defaulting or affected party, shall be applied as follows: (i) First, to payment of costs and expenses, including Bank Expenses, of Bank payable or reimbursable by Borrower under the Loan Documents; (ii) Second, to (X) the payment of all accrued unpaid interest on the Obligations and fees owed to Bank, and (Y) the payment of any ordinary course settlement payments (including Unpaid Amounts) then due and payable to any Secured Swap Provider under its Secured Rate Contracts, after such ordinary course settlement payments have been reduced by the amount of any cash collateral that has been made available to such Secured Swap Provider to secure the obligations under such Secured Rate Contract; (iii) Third, to (i) the payment of principal of the Loan Obligations including, without limitation any reimbursement obligations in respect of Letters of Credit that are then due and payable; (ii) the payment of all termination payments (but excluding Unpaid Amounts paid under clause “second” above) under the Secured Rate Contracts then due and payable to any Secured Swap Provider, after such termination payments have been reduced by the amount of any cash collateral that has been made available to such Secured Swap Provider to secure the obligations under such Secured Rate Contract; and (iii) the cash collateralization of one hundred ten percent (110.0%) of the Dollar Equivalent of the face amount of any unmatured Letters of Credit to the extent not then due and payable; and (iv) the cash collateralization of any other unmatured Secured Swap Obligations in an amount necessary to secure the obligations of Borrower to any Secured Swap Provider under its Secured Rate Contracts; (iv) Fourth, to payment of any other amounts owing constituting Obligations; and (v) Fifth, any remainder shall be for the account of and paid to whomever may be appliedlawfully entitled thereto. In carrying out the foregoing, (x) amounts received shall be applied in the numerical order provided above until exhausted prior to the application to the next succeeding category and (y) Bank, each Secured Swap Provider and each other Persons entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses second, third and fourth above. Borrower shall have no right to specify the order or the accounts to which Bank shall allocate or apply any payments required to be made by Borrower to Bank or otherwise received by Bank under this Agreement when any such allocation or application is not specified elsewhere in this Agreement. (c) Bank Bank, for itself and as agent for the Secured Swap Providers, may debit any of Co-Borrowers’ Borrower’s deposit accounts, as long as it first debits including the Designated Deposit Account, for principal and interest payments or any other amounts Co-Borrowers owe Borrower owes Bank or any Secured Swap Provider when due. These debits shall not constitute a set-off. With respect to amounts other than principal and interest payments, Bank shall endeavor to promptly notify Co-Borrowers of any such debits to Co-Borrowers’ deposit accounts, but any failure to so notify Co-Borrowers shall not be a breach by Bank hereunder.