Common use of Application of Payments and Proceeds Clause in Contracts

Application of Payments and Proceeds. Borrower shall have no right to specify the order or the accounts to which Collection Agent shall allocate or apply any payments required to be made by Borrower to Collection Agent on behalf of the Lenders or otherwise received by Collection Agent on behalf of Lenders under this Agreement when any such allocation or application is not specified elsewhere in this Agreement. If an Event of Default has occurred and is continuing, Collection Agent may apply any funds in its possession, whether from Borrower account balances, payments, proceeds realized as the result of any collection of Accounts or other disposition of the Collateral, or otherwise, to the Obligations in such order as Collection Agent shall determine in its sole discretion. Any surplus shall be paid to Borrower or other Persons legally entitled thereto; Borrower shall remain liable to Collection Agent and Lenders for any deficiency. If Collection Agent and/or Lenders, in its good faith business judgment, directly or indirectly enters into a deferred payment or other credit transaction with any purchaser at any sale of Collateral, Collection Agent and/or Lenders shall have the option, exercisable at any time, of either reducing the Obligations by the principal amount of the purchase price or deferring the reduction of the Obligations until the actual receipt by Collection Agent of cash therefor.

Application of Payments and Proceeds. Borrower shall have no right to specify the order or the accounts to which Collection Collateral Agent shall allocate or apply any payments required to be made by Borrower to Collection Collateral Agent on behalf of the Lenders or otherwise received by Collection Collateral Agent on behalf of Lenders under this Agreement when any such allocation or application is not specified elsewhere in this Agreement. If an Event of Default has occurred and is continuing, Collection Collateral Agent and/or each Lender may apply any funds in its possession, whether from Borrower account balances, payments, proceeds realized as the result of any collection of Accounts or other disposition of the Collateral, or otherwise, to the Obligations in such order as Collection Agent the Lenders shall determine in its their sole discretion. Any surplus shall be paid to Borrower or other Persons legally entitled thereto; Borrower shall remain liable to Collection Agent and Lenders for any deficiency. If Collection Agent and/or LendersCollateral Agent, in its good faith business judgment, directly or indirectly enters into a deferred payment or other credit transaction with any purchaser at any sale of Collateral, Collection Collateral Agent and/or Lenders shall have the option, exercisable at any time, of either reducing the Obligations by the principal amount of the purchase price or deferring the reduction of the Obligations until the actual receipt by Collection Collateral Agent of cash therefor.

Application of Payments and Proceeds. Borrower Borrowers shall have no right to specify the order or the accounts to which Collection Agent Lenders shall allocate or apply any payments required to be made by a Borrower to Collection Agent on behalf of the Lenders any Lender or otherwise received by Collection Agent on behalf of Lenders any Lender under this Agreement when any such allocation or application is not specified elsewhere in this Agreement. If an Event of Default has occurred and is continuing, Collection Agent Lenders may apply any funds in its their possession, whether from Borrower either Borrower’s account balances, payments, proceeds realized as the result of any collection of Accounts or other disposition of the Collateral, or otherwise, to the Obligations in such order as Collection Agent Lenders shall determine in its their sole discretion. Any surplus shall be paid to Borrower Borrowers by credit to the Designated Deposit Account or to other Persons legally entitled thereto; Borrower Borrowers shall remain liable to Collection Agent and Lenders for any deficiency. If Collection Agent and/or Lendersany Lender, in its good faith business judgment, directly or indirectly enters into a deferred payment or other credit transaction with any purchaser at any sale of Collateral, Collection Agent and/or Lenders shall have the option, exercisable at any time, of either reducing the Obligations by the principal amount of the purchase price or deferring the reduction of the Obligations until the actual receipt by Collection Agent Lenders of cash therefor.

Application of Payments and Proceeds. Borrower shall have no right to specify the order or the accounts to which Collection Collateral Agent or Lenders shall allocate or apply any payments required to be made by Borrower to Collection Collateral Agent on behalf of the or Lenders or otherwise received by Collection Collateral Agent on behalf of or Lenders under this Agreement when any such allocation or application is not specified elsewhere in this Agreement. If an Event of Default has occurred and is continuing, Collection Collateral Agent and/or each Lender may apply any funds in its possession, whether from Borrower account balances, payments, proceeds realized as the result of any collection of Accounts or other disposition of the Collateral, or otherwise, to the Obligations in such order as Collection Agent the Lenders shall determine in its their sole discretion. Any surplus shall be paid to Borrower or other Persons legally entitled thereto; Borrower shall remain liable to Collection Agent and Lenders for any deficiency. If Collection Agent and/or LendersCollateral Agent, in its good faith business judgment, directly or indirectly enters into a deferred payment or other credit transaction with any purchaser at any sale of Collateral, Collection Collateral Agent and/or Lenders shall have the option, exercisable at any time, of either reducing the Obligations by the principal amount of the purchase price or deferring the reduction of the Obligations until the actual receipt by Collection Collateral Agent of cash therefor.

Application of Payments and Proceeds. Borrower shall have no right to specify the order or the accounts to which Collection Agent Bank shall allocate or apply any payments required to be made by Borrower to Collection Agent on behalf of the Lenders Bank or otherwise received by Collection Agent on behalf of Lenders Bank under this Agreement when any such allocation or application is not specified elsewhere in this Agreement. If an Event of Default has occurred and is continuingcontinuing or if Borrower’s Net Cash is below the Asset-Based Threshold, Collection Agent Bank may apply any funds in its possession, whether from Borrower account balances, payments, proceeds realized as the result of any collection of Accounts or other disposition of the Collateral, or otherwise, to the Obligations in such order as Collection Agent Bank shall determine in its sole discretion. Any surplus shall be paid to Borrower by credit to the Designated Deposit Account or to other Persons legally entitled thereto; Borrower shall remain liable to Collection Agent and Lenders Bank for any deficiency. If Collection Agent and/or LendersBank, in its good faith business judgment, directly or indirectly enters into a deferred payment or other credit transaction with any purchaser at any sale of Collateral, Collection Agent and/or Lenders Bank shall have the option, exercisable at any time, of either reducing the Obligations by the principal amount of the purchase price or deferring the reduction of the Obligations until the actual receipt by Collection Agent Bank of cash therefor.

Application of Payments and Proceeds. Borrower shall have no right to specify the order or the accounts to which Collection Collateral Agent shall allocate or apply any payments required to be made by Borrower to Collection Collateral Agent on behalf of the Lenders or otherwise received by Collection Collateral Agent on behalf of Lenders under this Agreement when any such allocation or application is not specified elsewhere in this Agreement. If an Event of Default has occurred and is continuing, Collection Collateral Agent may apply any funds in its possession, whether from Borrower account balances, payments, proceeds realized as the result of any collection of Accounts or other disposition of the Collateral, or otherwise, to the Obligations in such order as Collection Agent the Lenders shall determine in its their sole discretion. Any surplus shall be paid to Borrower or other Persons legally entitled thereto; Borrower shall remain liable to Collection Agent and Lenders for any deficiency. If Collection Agent and/or LendersCollateral Agent, in its good faith business judgment, directly or indirectly enters into a deferred payment or other credit transaction with any purchaser at any sale of Collateral, Collection Collateral Agent and/or Lenders shall have the option, exercisable at any time, of either reducing the Obligations by the principal amount of the purchase price or deferring the reduction of the Obligations until the actual receipt by Collection Collateral Agent of cash therefor.

Application of Payments and Proceeds. Borrower shall have no right to specify the order or the accounts to which Collection Administrative Agent shall allocate or apply any payments required to be made by Borrower to Collection Administrative Agent on behalf of the Lenders or otherwise received by Collection Administrative Agent on behalf of Lenders under this Agreement when any such allocation or application is not specified elsewhere in this Agreement. If an Event of Default has occurred and is continuing, Collection Administrative Agent may apply any funds in its possession, whether from Borrower account balances, payments, proceeds realized as the result of any collection of Accounts or other disposition of the Collateral, or otherwise, to the Obligations in such order as Collection Administrative Agent shall determine in its sole discretion. Any surplus shall be paid to Borrower or other Persons legally entitled thereto; Borrower shall remain liable to Collection Administrative Agent and Lenders for any deficiency. If Collection Administrative Agent and/or Lenders, in its good faith business judgment, directly or indirectly enters into a deferred payment or other credit transaction with any purchaser at any sale of Collateral, Collection Agent Administrative and/or Lenders shall have the option, exercisable at any time, of either reducing the Obligations by the principal amount of the purchase price or deferring the reduction of the Obligations until the actual receipt by Collection Administrative Agent of cash therefor.

Application of Payments and Proceeds. Borrower The Issuer and the Guarantors shall have no right to specify the order or the accounts to which Collection the Collateral Agent shall allocate or apply any payments required to be made by Borrower the Issuer or the Guarantors to Collection the Collateral Agent on behalf of the Lenders Holders or otherwise received by Collection the Collateral Agent on behalf of Lenders the Holders under this Agreement Indenture when any such allocation or application is not specified elsewhere in this AgreementIndenture. If an Event of Default has occurred and is continuing, Collection the Collateral Agent may apply any funds in its possession, whether from Borrower the Issuer’s or the Guarantors’ account balances, payments, proceeds realized as the result of any collection of Accounts or other disposition of the Collateral, or otherwise, to the Securities Obligations in such order as Collection the Collateral Agent shall determine in its sole discretion. Any surplus shall be paid to Borrower the Issuer, the Guarantors, or other Persons legally entitled thereto; Borrower the Issuer and the Guarantors shall remain liable to Collection the Collateral Agent and Lenders the Holders for any deficiency. If Collection the Collateral Agent and/or Lendersthe Holders, in its good faith business judgment, directly or indirectly enters into a deferred payment or other credit transaction with any purchaser at any sale of Collateral, Collection the Collateral Agent and/or Lenders the Holders shall have the option, exercisable at any time, of either reducing the Securities Obligations by the principal amount of the purchase price or deferring the reduction of the Securities Obligations until the actual receipt by Collection the Collateral Agent of cash therefortherefore.

Application of Payments and Proceeds. Borrower shall have no right to specify the order or the accounts to which Collection Agent Bank shall allocate or apply any payments required to be made by Borrower to Collection Agent on behalf of the Lenders Bank or otherwise received by Collection Agent on behalf of Lenders Bank under this Agreement when any such allocation or application is not specified elsewhere in this Agreement. If an Event of Default has occurred and is continuingcontinuing or if Borrower is below the Asset-Based Threshold, Collection Agent Bank may apply any funds in its possession, whether from Borrower account balances, payments, proceeds realized as the result of any collection of Accounts or other disposition of the Collateral, or otherwise, to the Obligations in such order as Collection Agent Bank shall determine in its sole discretion. Any surplus shall be paid to Borrower by credit to the Designated Deposit Account or to other Persons legally entitled thereto; Borrower shall remain liable to Collection Agent and Lenders Bank for any deficiency. If Collection Agent and/or LendersBank, in its good faith business judgment, directly or indirectly enters into a deferred payment or other credit transaction with any purchaser at any sale of Collateral, Collection Agent and/or Lenders Bank shall have the option, exercisable at any time, of either reducing the Obligations by the principal amount of the purchase price or deferring the reduction of the Obligations until the actual receipt by Collection Agent Bank of cash therefor.