if promptly
confirmed in writing), after the occurrence and during the continuation of a
Cash Control Event, each Concentration Accounts will, without any further action
on the part of any Borrower or the Administrative Agent convert into
closed
accounts under the exclusive dominion and control of the Administrative Agent in
which funds are held subject to the rights of the Administrative Agent
hereunder.
In such event, all amounts in the Collection Account from time to
time may be applied to the Obligations in such order and manner as provided in
SECTION 2.22 hereof.
SECTION 2.22
Application of Payments.
(A)
SUBJECT TO THE PROVISIONS OF SECTION 2.21, AS LONG AS NO EVENT OF
DEFAULT THEN EXISTS, ALL AMOUNTS RECEIVED IN THE COLLECTION ACCOUNT FROM ANY
SOURCE, INCLUDING THE CONCENTRATION ACCOUNTS, SHALL BE APPLIED, ON THE DAY OF
RECEIPT, IN THE FOLLOWING ORDER: FIRST, TO PAY INTEREST DUE AND PAYABLE ON
CREDIT EXTENSIONS AND TO PAY FEES AND EXPENSE REIMBURSEMENTS AND INDEMNIFICATION
THEN DUE AND PAYABLE TO THE ADMINISTRATIVE AGENT, THE ARRANGERS, THE ISSUING
BANKS, THE COLLATERAL AGENT, THE CO-BORROWING BASE AGENTS AND THE LENDERS;
SECOND, TO REPAY OUTSTANDING SWINGLINE LOANS; THIRD, TO REPAY OTHER OUTSTANDING
REVOLVING LOANS THAT ARE BASE RATE LOANS AND ALL OUTSTANDING REIMBURSEMENT
OBLIGATIONS UNDER LETTERS OF CREDIT; FOURTH, TO REPAY OUTSTANDING REVOLVING
LOANS THAT ARE LIBOR LOANS AND ALL BREAKAGE COSTS DUE IN RESPECT OF SUCH
REPAYMENT PURSUANT TO SECTION 2.19(B) OR, AT THE BORROWERS' OPTION, TO FUND A
CASH COLLATERAL DEPOSIT TO THE CASH COLLATERAL ACCOUNT SUFFICIENT TO PAY, AND
WITH DIRECTION TO PAY, ALL SUCH OUTSTANDING LIBOR LOANS ON THE LAST DAY OF THE
THEN PENDING INTEREST PERIOD THEREFOR; FIFTH, TO PAY ALL AMOUNTS THEN DUE FOR
CASH MANAGEMENT SERVICES, SIXTH, TO PAY ALL AMOUNTS THEN DUE ON ACCOUNT OF BANK
PRODUCTS, AND SEVENTH, TO PAY ALL OTHER OBLIGATIONS THAT ARE THEN OUTSTANDING
AND THEN DUE AND PAYABLE (IT BEING UNDERSTOOD THAT UNDRAWN LETTERS OF CREDIT
SHALL NOT BE REQUIRED TO BE CASH COLLATERALIZED IF NO EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING).
IF ALL AMOUNTS SET FORTH IN CLAUSES FIRST THROUGH
AND INCLUDING SEVENTH ABOVE ARE PAID, ANY EXCESS AMOUNTS SHALL BE DEPOSITED IN
THE OPERATING ACCOUNT OF THE BORROWERS MAINTAINED WITH THE ADMINISTRATIVE
AGENT.
ANY OTHER AMOUNTS RECEIVED BY THE ADMINISTRATIVE AGENT, ANY ISSUING
BANK, THE COLLATERAL AGENT, OR ANY LENDER AS CONTEMPLATED BY SECTION 2.21 SHALL
ALSO BE APPLIED IN THE ORDER SET FORTH ABOVE IN THIS SECTION 2.22.
(B)
ALL CREDITS AGAINST THE OBLIGATIONS SHALL BE EFFECTIVE ON THE DAY
OF RECEIPT THEREOF, AND SHALL BE CONDITIONED UPON FINAL PAYMENT TO THE
ADMINISTRATIVE AGENT OF THE ITEMS GIVING RISE TO SUCH CREDITS.
IF ANY ITEM
DEPOSITED TO THE COLLECTION ACCOUNT AND CREDITED TO THE LOAN ACCOUNT IS
DISHONORED OR RETURNED UNPAID FOR ANY REASON, WHETHER OR NOT SUCH RETURN IS
RIGHTFUL OR TIMELY, THE ADMINISTRATIVE AGENT SHALL HAVE THE RIGHT TO REVERSE
SUCH CREDIT AND CHARGE THE AMOUNT OF SUCH ITEM TO THE LOAN ACCOUNT AND THE
BORROWERS SHALL INDEMNIFY