and Schaublin Borrowing Availability as of any date, all payments
shall be deemed received on the Business Day on which immediately available
funds therefor are received in the Collection Account prior to 1:00 p.m.
(Chicago time).
Payments received after 1:00 p.m. (Chicago time) on any
Business Day or on a day that is not a Business Day shall be deemed to have been
received on the following Business Day.
1.11
APPLICATION AND ALLOCATION OF PAYMENTS.
(A)
SO LONG AS NO EVENT OF DEFAULT HAS OCCURRED
AND IS CONTINUING, (I) PAYMENTS RECEIVED IN THE ORDINARY COURSE OF BUSINESS AND
NOT SUBJECT TO CLAUSES (II), (III) AND (IV) BELOW SHALL BE APPLIED, FIRST, TO
THE SWING LINE LOAN AND, SECOND, TO THE REVOLVING LOANS; (II) PAYMENTS MATCHING
SPECIFIC SCHEDULED PAYMENTS THEN DUE SHALL BE APPLIED TO THOSE SCHEDULED
PAYMENTS; (III) VOLUNTARY PREPAYMENTS SHALL BE APPLIED AS DETERMINED BY
BORROWER, SUBJECT TO THE PROVISIONS OF SECTION 1.3(A); AND (IV) MANDATORY
PREPAYMENTS SHALL BE APPLIED AS SET FORTH IN SECTIONS 1.3(C) AND 1.3(D).
ALL
PAYMENTS AND PREPAYMENTS APPLIED TO A PARTICULAR LOAN SHALL BE APPLIED RATABLY
TO THE PORTION THEREOF HELD BY EACH LENDER AS DETERMINED BY ITS PRO RATA SHARE.
AS TO ANY OTHER PAYMENT, AND AS TO ALL PAYMENTS MADE FOLLOWING THE COMMITMENT
TERMINATION DATE, BORROWER HEREBY IRREVOCABLY WAIVES THE RIGHT TO DIRECT THE
APPLICATION OF ANY AND ALL PAYMENTS RECEIVED FROM OR ON BEHALF OF BORROWER, AND
BORROWER HEREBY IRREVOCABLY AGREES THAT AGENT SHALL HAVE THE CONTINUING
EXCLUSIVE RIGHT TO APPLY ANY AND ALL SUCH PAYMENTS AGAINST THE OBLIGATIONS AS
AGENT MAY DEEM ADVISABLE NOTWITHSTANDING ANY PREVIOUS ENTRY BY AGENT IN THE LOAN
ACCOUNT OR ANY OTHER BOOKS AND RECORDS.
IN THE ABSENCE OF A SPECIFIC
DETERMINATION BY AGENT WITH RESPECT THERETO, PAYMENTS MADE WHEN AN EVENT OF
DEFAULT HAS OCCURRED AND IS CONTINUING OR FOLLOWING THE COMMITMENT TERMINATION
DATE SHALL BE APPLIED TO AMOUNTS THEN DUE AND PAYABLE IN THE FOLLOWING ORDER:
(1) TO FEES AND AGENT'S EXPENSES REIMBURSABLE HEREUNDER; (2) TO INTEREST ON THE
SWING LINE LOAN; (3) TO PRINCIPAL PAYMENTS ON THE SWING LINE LOAN; (4) TO
INTEREST ON THE OTHER LOANS, RATABLY IN PROPORTION TO THE INTEREST ACCRUED AS TO
EACH LOAN; (5) TO PRINCIPAL PAYMENTS ON THE OTHER LOANS AND TO PROVIDE CASH
COLLATERAL FOR LETTER OF CREDIT OBLIGATIONS IN THE MANNER DESCRIBED IN ANNEX B,
RATABLY TO THE AGGREGATE, COMBINED PRINCIPAL BALANCE OF THE OTHER LOANS AND
OUTSTANDING LETTER OF CREDIT OBLIGATIONS; AND (6) TO ALL OTHER OBLIGATIONS
INCLUDING EXPENSES OF LENDERS TO THE EXTENT REIMBURSABLE UNDER SECTION 11.3;
PROVIDED, THAT, AS TO ITEMS (2) THROUGH (5) ABOVE, (X) PAYMENTS FUNDED FROM THE
ASSETS OR OPERATIONS OF BORROWER AND ITS SUBSIDIARIES (EXCLUDING THE RBC SWISS
GROUP MEMBERS) SHALL BE APPLIED FIRST TO INTEREST AND PRINCIPAL OF THE LOANS
OTHER THAN THE INTEREST AND PRINCIPAL OF THE SCHAUBLIN REVOLVING LOAN AND TO
CASH COLLATERALIZE THE LETTER OF CREDIT OBLIGATIONS AND THEN TO INTEREST AND
PRINCIPAL OF THE SCHAUBLIN REVOLVING LOAN (WHICH APPLICATION SHALL CORRESPONDING
REDUCE EACH