Common use of Payments by Borrowers Clause in Contracts

Payments by Borrowers. (i) Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s Account for the account of the Lender Group without further order of the Bankruptcy Court (except for the Interim Order and the Final Order, as applicable) and shall be made in immediately available funds, no later than 1:30 p.m. on the date specified herein. Any payment received by Agent later than 1:30 p.m. shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Unless Agent receives notice from Borrowers prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by Borrowers. (i) Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s Account for the account of the Lender Group without further order of the Bankruptcy Court (except for the Interim Order and the Final Order, as applicable) and shall be made in immediately available funds, no later than 1:30 4:30 p.m. on the date specified herein; provided that, for the avoidance of doubt, any payments deposited into a Controlled Account (as defined the Guaranty and Security Agreement) shall be deemed not to be received by Agent on any Business Day unless immediately available funds have been credited to Agent’s Account prior to 4:30 p.m. on such Business Day. Any payment received by Agent in immediately available funds in Agent’s Account later than 1:30 4:30 p.m. shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Unless Agent receives notice from Borrowers prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by Borrowers. (i) All payments to be made by Borrowers shall be made without set-off, recoupment, deduction, or counterclaim, except as otherwise required by law. Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s Account Agent for the account of the Lender Group without further order of the Bankruptcy Court (except for the Interim Order and the Final Orderat Agent's address set forth in Section 12, as applicable) and shall be made in immediately available funds, no later than 1:30 p.m. 11:00 a.m. (California time) on the date specified herein. Any payment received by Agent later than 1:30 p.m. 11:00 a.m. (California time), at the option of Agent, shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (iii) Unless Agent receives notice from Borrowers Administrative Borrower prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by Borrowers. (i) Except as to the extent otherwise expressly provided herein, all payments of principal, interest, Fees and other amounts to be made by Borrowers any Loan Party under this Agreement, the Notes or any other Loan Document shall be made to Agent’s Account for the account of the Lender Group without further order of the Bankruptcy Court (except for the Interim Order and the Final Orderin Dollars, as applicable) and shall be made in immediately available funds, no without setoff, deduction or counterclaim (excluding Taxes required to be withheld pursuant to Section 3.10.), to the Administrative Agent at the Principal Office, not later than 1:30 p.m. 12:00 noon Eastern time on the date specified herein. Any on which such payment received by Agent later than 1:30 p.m. shall become due (each such payment made after such time on such due date to be deemed to have been received (unless Agent, in its sole discretion, elects to credit it made on the next succeeding Business Day). Subject to Section 10.5., each Borrower shall, at the time of such Borrower’s making a payment under this Agreement or any other Loan Document, specify to the Administrative Agent the amounts payable by such Borrower hereunder to which such payment is to be applied. Each payment received by the Administrative Agent for the account of a Lender under this Agreement or any Note shall be paid to such Lender by wire transfer of immediately available funds in accordance with the wiring instructions provided by such Lender to the Administrative Agent from time to time, for the account of such Lender at the applicable Lending Office of such Lender. Each payment received by the Administrative Agent for the account of any Issuing Bank under this Agreement shall be paid to such Issuing Bank by wire transfer of immediately available funds in accordance with the wiring instructions provided by such Issuing Bank to the Administrative Agent from time to time, for the account of such Issuing Bank. In the event the Administrative Agent fails to pay such amounts to such Lender or such Issuing Bank, as the case may be, within one Business Day of receipt of such amounts, the Administrative Agent shall pay interest on such amount until paid at a rate per annum equal to the Federal Funds Rate from time to time in effect. If the due date received) of any payment under this Agreement or any other Loan Document would otherwise fall on a day which is not a Business Day such date shall be extended to the following next succeeding Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Unless Agent receives notice from Borrowers prior at the rate, if any, applicable to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) for the period of such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaidextension.

Payments by Borrowers. (i) Except as otherwise expressly provided herein, all payments by Borrowers any U.S. Loan Party shall be made in Dollars to Agent’s 's Account for the account of the Lender Group without further order of the Bankruptcy Court (except for the Interim Order and the Final Order, as applicable) and shall be made in immediately available funds, no later than 1:30 p.m. 11:00 a.m. (California time) on the date specified herein. Except as otherwise expressly provided herein, all payments by any U.K. Loan Party shall be made in Dollars to Agent's Account for the account of the Lender Group and shall be made in immediately available funds, no later than 11:00 a.m. (California time) on the date specified herein. Any payment received by Agent later than 1:30 p.m. 11:00 a.m. (California time), shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Unless Agent receives notice from Borrowers Administrative Borrower prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds in Dollars and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the applicable Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by Borrowers. (i) All payments to be made by Borrowers shall be made without set-off, recoupment, deduction, or counterclaim, except as otherwise required by law. Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s Account Agent for the account of the Lender Group without further order of the Bankruptcy Court (except for the Interim Order and the Final OrderLenders, Issuing Bank or Agent, as applicable) the case may be, and shall be made in immediately available funds, no later than 1:30 p.m. 11:00 a.m. (California time) on the date specified herein. Any payment received by Agent later than 1:30 p.m. 11:00 am. (California time), at the option of Agent, shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (iii) Unless Agent receives notice from Borrowers prior to the date on which any payment is due to the Lenders or Issuing Bank that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender or Issuing Bank on such due date an amount equal to the amount then due such LenderLender or Issuing Bank. If and to the extent Borrowers do have not make made such payment in full to Agent on the date when dueAgent, each Lender severally or Issuing Bank shall repay to Agent on demand such amount distributed to such LenderLender or Issuing Bank, together with interest thereon at the Defaulting Lender Base Rate for each day from the date such amount is distributed to such Lender or Issuing Bank until the date repaid.

Payments by Borrowers. All payments (iincluding prepayments) Except to be made by each Credit Party on account of principal, interest, fees and other amounts required hereunder shall be made without set off, recoupment, counterclaim or deduction of any kind, shall, except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s Account Agent (for the ratable account of the Lender Group without further order of Persons entitled thereto) at the Bankruptcy Court address for payment specified in the signature page hereof in relation to Agent (except for or such other address as Agent may from time to time specify in accordance with Section 9.2), including payments utilizing the Interim Order and the Final OrderACH system, as applicable) and shall be made in Dollars and by wire transfer or ACH transfer in immediately available fundsfunds (which shall be the exclusive means of payment hereunder), no later than 1:30 1:00 p.m. (New York time) on the date specified hereindue. Any payment which is received by Agent later than 1:30 1:00 p.m. shall (New York time) may in Agent’s discretion be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following immediately succeeding Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. accrue. Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral. Each Borrower hereby authorizes Agent and each Lender to make a Revolving Loan (which shall be a Base Rate Loan) to pay (i) interest, principal, L/C Reimbursement Obligations, agent fees, Unused Revolving Commitment Fees and Letter of Credit Fees, in each instance, on the date due, or (ii) Unless after five (5) days’ prior notice to Borrower Representative, other fees, costs or expenses payable by Borrowers or any of their respective Subsidiaries hereunder or under the other Loan Documents. Subject to the provisions set forth in the definition of “Interest Period” and except as otherwise herein, if any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. During the continuance of an Event of Default, Agent receives notice from may, and shall upon the direction of Required Lenders apply any and all payments received by Agent in respect of any Obligation in accordance with clauses first through sixth below. Notwithstanding any provision herein to the contrary, all payments made by Credit Parties to Agent after any or all of the Obligations have been accelerated (so long as such acceleration has not been rescinded), including proceeds of Collateral, shall be applied as follows: first, to payment of costs and expenses, including Attorney Costs, of Agent payable or reimbursable by the Credit Parties under the Loan Documents; second, to payment of Attorney Costs of Lenders payable or reimbursable by Borrowers under this Agreement; third, to payment of all accrued unpaid interest on the Obligations (other than Obligations relating to any Bank Products) and fees owed to Agent, Lenders and L/C Issuers; fourth, to payment of principal of the Obligations applied pro rata among the Revolving Loans including, without limitation, L/C Reimbursement Obligations then due and payable, any Obligations under any Bank Products and cash collateralization of unmatured L/C Reimbursement Obligations to the extent not then due and payable; fifth, to payment of any other amounts owing constituting Obligations; and sixth, any remainder shall be for the account of and paid to whoever may be lawfully entitled thereto. provided, that, notwithstanding anything to the contrary set forth above, in no event shall any proceeds of any Collateral owned, or any guaranty provided, by any Credit Party under any Loan Document be applied to repay or cash collateralize any Excluded Swap Obligation with respect to such Credit Party. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to the date on which any payment is due application to the next succeeding category and (ii) each of the Lenders that Borrowers will not make such or other Persons entitled to payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date receive an amount equal to the amount then due such Lender. If its pro rata share of amounts available to be applied pursuant to clauses third, fourth and to the extent Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaidfifth above.

Payments by Borrowers. (ia) All payments to be made by Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s Account Agent for the account of the Lender Group without further order of the Bankruptcy Court (except for the Interim Order and the Final OrderLenders, as applicable) at Agent’s address and shall be made in Dollars and in immediately available funds, no later than 1:30 1:00 p.m. (New York, New York time) on the date specified herein. Any payment received by Agent later than 1:30 1:00 p.m. (New York, New York time) shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until accrue. (b) Whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (iic) Unless Agent receives notice from Borrowers Borrower prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due 116549.01087/134240171v.5 such Lender. If and to the extent Borrowers do have not make made such payment in full to Agent on the date when dueAgent, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid. (d) All payments of principal, interest, reimbursement obligations in connection with Letters of Credit and any related credit support for Letters of Credit, fees, premiums and other sums payable hereunder, including all reimbursement for expenses pursuant to Section 13.1, may, at the option of Agent, subject only to the terms of this Section 2.10(d), be paid from the proceeds of Revolving Loans made hereunder, whether made following a request by Borrowers pursuant to Section 2.2 or a deemed request as provided in this Section 2.10(d). Each Borrower hereby irrevocably authorizes Agent to charge the Loan Account for the purpose of paying principal, interest, reimbursement obligations in connection with Letters of Credit and any related credit support for Letters of Credit, fees, premiums and other sums payable hereunder, including reimbursing expenses pursuant to Section 13.1, and agrees that all such amounts charged shall constitute Revolving Loans (including, if charged as such to the Loan Account, Non-Ratable Loans or Agent Advances) and that all such Revolving Loans so made shall be deemed to have been requested by Borrowers pursuant to Section 2.2.

Payments by Borrowers. (ia) All payments to be made by Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s Account Agent for the account of the Lender Group without further order of the Bankruptcy Court (except for the Interim Order and the Final OrderLenders at Agent’s Payment Office, as applicable) and shall be made in dollars and in immediately available funds, no later than 1:30 p.m. 11:00 a.m. (California time) on the date specified herein, and Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by Agent later than 1:30 p.m. 11:00 a.m. (California time) shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until accrue. (b) Subject to the provisions set forth in the definition of “Interest Period” herein, whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (iic) Unless Agent receives notice from Borrowers Borrower Representative prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do have not make made such payment in full to Agent on the date when dueAgent, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by Borrowers. (ia) All payments to be made by Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s Account Agent for the account of the Lender Group without further order of the Bankruptcy Court (except for the Interim Order and the Final OrderLenders at Agent’s Payment Office, as applicable) and shall be made in dollars and in immediately available funds, no later than 1:30 p.m. 11:00 a.m. (California time) on the date specified herein, and Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. In the case of payments by Borrowers in respect of Swingline Loans, the Agent will promptly distribute to the Swingline Lender such payment in like funds as received. Any payment received by Agent later than 1:30 p.m. 11:00 a.m. (California time) shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until accrue. (b) Subject to the provisions set forth in the definition of “Interest Period” herein, whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (iic) Unless Agent receives notice from Borrowers Borrower Representative prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do have not make made such payment in full to Agent on the date when dueAgent, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by Borrowers. (ia) All payments to be made by Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s Account the Agent for the account of the Lender Group without further order of Banks at the Bankruptcy Court (except for the Interim Order and the Final OrderAgent's Payment Office, as applicable) and shall be made in dollars and in immediately available funds, no later than 1:30 1:00 p.m. (Chicago time) on the date specified herein. The Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by the Agent later than 1:30 1:00 p.m. (Chicago time) shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until accrue. (b) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (iic) Unless the Agent receives notice from Borrowers prior to the date on which any payment is due to the Lenders Banks that Borrowers will not make such payment in full as and when required, the Agent may assume that Borrowers have made (or will make) such payment in full to the Agent on such date in immediately available funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent Borrowers do have not make made such payment in full to Agent on the date when dueAgent, each Lender severally Bank shall repay to the Agent on demand such amount distributed to such LenderBank, together with interest thereon at the Defaulting Lender Federal Funds Rate for each day from the date such amount is distributed to such Lender Bank until the date repaid.

Payments by Borrowers. (i) Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s 's Account for the account of the Lender Group without further order of the Bankruptcy Court (except for the Interim Order and the Final Order, as applicable) and shall be made in immediately available funds, no later than 1:30 p.m. on the date specified herein; provided that, for the avoidance of doubt, any payments deposited into a Controlled Account (as defined in the Guaranty and Security Agreement) shall be deemed not to be received by Agent on any Business Day unless immediately available funds have been credited to Agent's Account prior to 1:30 p.m. on such Business Day. Any payment received by Agent in immediately available funds in Agent's Account later than 1:30 p.m. shall may be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Unless Agent receives written notice from Borrowers prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by Borrowers. (i) All payments to be made by Borrowers shall be made without set-off, recoupment, deduction, or counterclaim, except as otherwise required by law. Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s Account Agent for the account of the Lender Group without further order of the Bankruptcy Court (except for the Interim Order and the Final OrderLenders or Agent, as applicable) the case may be, at Agent's address set forth in Section 12, and shall be made in immediately available funds, no later than 1:30 p.m. 11:00 a.m. (California time) on the date specified herein. Any payment received by Agent later than 1:30 p.m. 11:00 a.m. (California time), at the option of Agent, shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (iii) Unless Agent receives notice from Borrowers prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do have not make made such payment in full to Agent on the date when dueAgent, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Reference Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by Borrowers. (iA) All payments to be made by Borrower or --------------------- Borrowing Subsidiary shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by Borrowers Borrower shall be made to Agent’s Account Agent for the account of the Lender Group without further order of the Bankruptcy Court (except for the Interim Order and the Final OrderBanks at Agent's Payment Office, as applicable) and shall be made in U.S. dollars. Such payments shall be in immediately available funds, in funds and made no later than 1:30 p.m. 11:00 a.m. (Chicago time) on the date specified herein. Agent will promptly distribute to each Bank its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by Agent later than 1:30 p.m. the time specified above applicable to such payment shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until accrue. (B) Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (iiC) Unless Agent receives notice from Borrowers Borrower prior to the date on which any payment is due to the Lenders Banks that Borrowers a Borrower will not make such payment in full as and when required, Agent may assume that Borrowers have such Borrower has made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender Bank on such due date an amount equal to the amount then due such LenderBank. If and to the extent Borrowers do any Borrower has not make made such payment in full to Agent on the date when dueAgent, each Lender severally Bank shall repay to Agent on demand such amount distributed to such LenderBank, together with interest thereon at the Defaulting Lender Federal Funds Rate for each day from the date such amount is distributed to such Lender Bank until the date repaid.

Payments by Borrowers. (i) Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s Account for the account of the Lender Group without further order of the Bankruptcy Court (except for the Interim Order and the Final Order, as applicable) and shall be made in immediately available funds, no later than 1:30 3:30 p.m. on the date specified herein; provided that, for the avoidance of doubt, any payments deposited into a Controlled Account shall be deemed not to be received by Agent on any Business Day unless immediately available funds have been credited to Agent’s Account prior to 3:30 p.m. on such Business Day. Any payment received by Agent in immediately available funds in Agent’s Account later than 1:30 3:30 p.m. shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Unless Agent receives notice from Borrowers prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid. (iii) If applicable, Agent may, at its option (but is not obligated to), convert any payments received in respect of the Obligations of Loan Parties that are not in Dollars to Dollars at the Exchange Rate calculated by Agent in good faith and Borrowers shall pay the costs of such conversion (or Agent may, at its option, charge such costs to the loan account of any Borrower or Administrative Borrower maintained by such Agent).

Payments by Borrowers. (i) Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s Account for the account of the Lender Group without further order of the Bankruptcy Court (except for the Interim Order and the Final Order, as applicable) and shall be made in immediately available funds, no later than 1:30 p.m4:30 p.m. on the date specified herein; provided, that, for the avoidance of doubt, any payments deposited into a Controlled Account shall be deemed not to be received by Agent on any Business Day unless immediately available funds have been credited to Agent’s Account prior to 1:30 p.m4:30 p.m. on such Business Day. Any payment received by Agent in immediately available funds in Agent’s Account later than 1:30 p.m4:30 p.m. shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Unless Agent receives notice from Borrowers prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by Borrowers. (i) Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s Account for the account of the Lender Group without further order of the Bankruptcy Court (except for the Interim Order and the Final Order, as applicable) and shall be made in immediately available funds, no later than 1:30 p.m. 11:00 a.m. (California time) on the date specified herein. Any payment received by Agent later than 1:30 p.m. 11:00 a.m. (California time), shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Unless Agent receives notice from Borrowers Administrative Borrower prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid. (iii) In the event the aggregate principal amount of the Advances outstanding on any day exceeds the maximum amount of indebtedness permitted to be incurred pursuant to clause (b) of the definition of “Permitted Indebtedness” under the ThermaClime Indenture, Borrowers will immediately prepay the outstanding principal amount of the Advances, to the full extent of any such excess. (iv) Upon receipt of any disbursements or dividends described in Section 6.16, the Borrowers shall immediately prepay the outstanding principal amount of the Advances in the amount of such distribution or dividend.

Payments by Borrowers. (i) i. Except as otherwise expressly provided herein, all payments by Borrowers any Borrower or Guarantor shall be made to Agent’s Agent Payment Account for the account of the Lender Group without further order of the Bankruptcy Court (except for the Interim Order and the Final Order, as applicable) and shall be made in immediately available funds, no later than 1:30 p.m. 12:00 noon (Eastern time) on the date specified herein. Any payment received by Agent later than 1:30 p.m. 12:00 noon (Eastern time) shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) . Unless Agent receives notice from Borrowers Borrower Agent prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by Borrowers. (i) All payments to be made by Borrowers shall be made without set-off, recoupment, deduction, or counterclaim, except as otherwise required by law. Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s Account Agent for the account of the Lender Group without further order of the Bankruptcy Court (except for the Interim Order and the Final OrderLenders or Agent, as applicable) the case may be, at Agent’s address set forth in Section 12, and shall be made in immediately available funds, no later than 1:30 2:00 p.m. (Boston time) on the date specified herein. Any payment received by Agent later than 1:30 2:00 p.m. (Boston time), at the option of Agent, shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (iii) Unless Agent receives notice from Borrowers prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do have not make made such payment in full to Agent on the date when dueAgent, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Reference Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by Borrowers. (ia) All payments to be made by Borrowers shall be made without set‑off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s Account Agent for the account of the Lender Group without further order of the Bankruptcy Court (except for the Interim Order and the Final Order▇▇▇▇▇▇▇, as applicable) at Agent’s address and shall be made in Dollars and in immediately available funds, no later than 1:30 1:00 p.m. (Chicago time) on the date specified herein. Any payment received by Agent later than 1:30 1:00 p.m. (Chicago time) shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until accrue. (b) Whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (iic) Unless Agent receives notice from Borrowers Borrower prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do have not make made such payment in full to Agent on the date when dueAgent, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid. (d) All payments of principal, interest, reimbursement obligations in connection with Letters of Credit and any related credit support for Letters of Credit, fees, premiums and other sums payable hereunder, including all reimbursement for expenses pursuant to Section 13.1, may, at the option of Agent, subject only to the terms of this Section 2.10(d), be paid from the proceeds of Revolving Loans made hereunder, whether made following a request by Borrowers pursuant to Section 2.2 or a deemed request as provided in this Section 2.10(d). Each Borrower hereby irrevocably authorizes Agent to charge the Loan Account for the purpose of paying principal, interest, reimbursement obligations in connection with Letters of Credit and any related credit support for Letters of Credit, fees, premiums and other sums payable hereunder, including reimbursing expenses pursuant to Section 13.1, and agrees that all such amounts charged shall constitute Revolving Loans (including, if charged as such to the Loan Account, Non‑Ratable Loans or Agent Advances) and that all such Revolving Loans so made shall be deemed to have been requested by Borrowers pursuant to Section 2.2.

Payments by Borrowers. (i) All payments to be made by Borrowers shall be made without set-off, recoupment, deduction, or counterclaim, except as otherwise required by law. Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s Account Agent for the account of the Lender Group without further order of the Bankruptcy Court (except for the Interim Order and the Final OrderLenders or Agent, as applicable) the case may be, at Agent's address set forth in Section 12, and shall be made in immediately available funds, no later than 1:30 1:00 p.m. (Rosemont, Illinois time) on the date specified herein. Any payment received by Agent later than 1:30 1:00 p.m. (Rosemont, Illinois time), at the option of Agent, shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Whenever any payment is due on a day other than a Business Day, such payment shall be made no later than the following Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (iii) Unless Agent receives notice from Borrowers prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do have not make made such payment in full to Agent on the date when dueAgent, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Reference Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by Borrowers. (i) Except as otherwise expressly provided herein, all payments by Borrowers any Borrower shall be made to Agent’s Applicable Account for the account of the Lender Group without further order of the Bankruptcy Court (except for the Interim Order and the Final Order, as applicable) and shall be made in immediately available fundsfunds in the applicable currency, no later than 1:30 (A) with respect to amounts denominated in Dollars, 2:00 p.m. (New York time) and (B) with respect to amounts denominated in Euros, 3:00 p.m. (London time), in each case, on the date specified herein. Any payment received by Agent later than 1:30 (A) with respect to amounts denominated in Dollars, 2:00 p.m. (New York time) and (B) with respect to amounts denominated in Euros, 3:00 p.m. (London time), in each case, shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. Without limiting the generality of the foregoing, Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in Euros, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Euro payment amount. (ii) Unless Agent receives notice from Borrowers prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid. (iii) All repayments, prepayments or reimbursements with respect to any Obligations shall be made to Agent’s Applicable Account.

Payments by Borrowers. (i) Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s Account for the account of the Lender Group without further order of the Bankruptcy Court (except for the Interim Order and the Final Order, as applicable) and shall be made in immediately available funds, no later than 1:30 p.m. on the date specified herein. Any payment received by Agent later than 1:30 p.m. shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Unless Agent receives notice from Borrowers Administrative Borrower prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid. (iii) All payments in respect of the Obligations denominated in a currency other than Dollars shall be applied first to Obligations denominated in the same currency as the payments received and second to the Obligations denominated in the other currencies, if any; provided, that, Agent may, at its option (but is not obligated to), convert such currency received to the currency in which the Obligations are denominated at the Exchange Rate calculated by Agent in good faith on such date and Borrowers shall pay the costs of such conversion (or Agent may, at its option, charge such costs to the loan account of Borrowers maintained by such Agent).

Payments by Borrowers. (i) Except as otherwise expressly provided herein, all payments made or remitted by Borrowers under this Agreement or the other Loan Documents shall be made to Agent’s Account for the account of the Lender Group without further order of the Bankruptcy Court (except for the Interim Order and the Final Order, as applicable) and shall be made in immediately available funds, no later than 1:30 2:00 p.m. on the date specified herein. Any payment received by Agent later than 1:30 2:00 p.m. shall be deemed to have been received (unless Agent, at the direction of the Required Lenders in its their sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. Without limiting the generality of the foregoing, Agent may require that any payments due under this Agreement be made in the United States. (ii) Unless Agent receives notice from Borrowers prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid; provided that such interest shall be an obligation of the Borrowers and shall be payable by the Borrowers upon demand.

Payments by Borrowers. (i) All payments to be made by Borrowers shall be made without set-off, recoupment, deduction, or counterclaim, except as otherwise required by law. Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s Account Administrative Agent for the account of the Lender Group without further order of the Bankruptcy Court (except for the Interim Order and the Final OrderLenders at Administrative Agent’s address set forth in Article 12, as applicable) and shall be made in immediately available funds, no later than 1:30 12:00 p.m. (New York City time) on the date specified herein. Any payment received by Administrative Agent later than 1:30 12:00 p.m. (New York City time), at the option of Administrative Agent, shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (iii) Unless Administrative Agent receives notice from Borrowers Borrower Representative prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Administrative Agent may assume that Borrowers have made (or will make) such payment in full to Administrative Agent on such date in immediately available funds and Administrative Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do not make such payment in full to Agent on the date when dueAdministrative Agent, each Lender severally shall repay to Administrative Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by Borrowers. (i) Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s Account for the account of the Lender Group without further order of the Bankruptcy Court (except for the Interim Order and the Final Order, as applicable) and shall be made in immediately available funds, no later than 1:30 p.m. Local Time on the date specified herein. Any payment received by Agent later than 1:30 p.m. Local Time shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Unless Agent receives notice from Borrowers Administrative Borrower prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid. (iii) All payments in respect of the Obligations denominated in a currency other than Dollars shall be applied first to Obligations denominated in the same currency as the payments received and second to the Obligations denominated in the other currencies, if any; provided, that, Agent may, at its option (but is not obligated to), convert such currency received to the currency in which the Obligations are denominated at the Exchange Rate calculated by Agent in good faith on such date and Borrowers shall pay the costs of such conversion (or Agent may, at its option, charge such costs to the loan account of Borrowers maintained by such Agent). (iv) Unless Agent otherwise agrees in writing, all payments of the Obligations shall be made with the Loan Parties own funds (including, without limitation, with proceeds of Collateral constituting assets of the Loan Parties and with funds of the Loan Parties representing the repayment of Specified Permitted Intercompany Advances made by the Loan Parties).

Payments by Borrowers. (i) Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s Account for the account of the Lender Group without further order of the Bankruptcy Court (except for the Interim Order and the Final Order, as applicable) and shall be made in immediately available funds, no later than 1:30 1:00 p.m. (New York City time) on the date specified herein. Any payment received by Agent later than 1:30 1:00 p.m. (New York City time), shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. Borrowers absolutely and unconditionally promise to pay, when due and payable pursuant hereto, principal, interest and all other amounts and Obligations payable hereunder and under any other Loan Document, and each other Loan Party absolutely and unconditionally promises to pay, when due and payable pursuant hereto, all amounts and other Obligations payable hereunder and under any other Loan Document by them, in each case without any right of rescission and without any deduction whatsoever, including any deduction for set-off, recoupment or counterclaim, notwithstanding any damage to, defects in or destruction of the Collateral or any other event, including obsolescence of any property or improvements. (ii) Unless Agent receives notice from Borrowers Administrative Borrower prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each applicable Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do not make such payment in full to Agent on the date when due, each applicable Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by Borrowers. (i) Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s 's Account for the account of the Lender Group without further order of the Bankruptcy Court (except for the Interim Order and the Final Order, as applicable) and shall be made in immediately available funds, no later than 1:30 p.m. 11:00 a.m. (California time) on the date specified herein. Any payment received by Agent later than 1:30 p.m. 11:00 a.m. (California time), shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Unless Agent receives notice from Borrowers Administrative Borrower prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid. (iii) Immediately upon any sale or disposition by a Loan Party or any of its Subsidiaries of property or assets described in clauses (a) and (f) of the definition of Permitted Dispositions or upon the receipt of any insurance proceeds with respect to any assets other than Inventory in accordance with Section 6.8(b), Borrowers shall, subject to the provisions of clause (iv) of this Section 2.4(a), remit to Agent an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such sale or disposition or 100% of such insurance proceeds, as the case may be, for application by Agent, first, to the principal installments of the Term Loan A in the inverse order of maturity, second, to the principal installments of the Term Loan B in the inverse order of maturity and, third, to the principal of the Advances. (iv) Upon delivery of a certificate of an Authorized Person of Borrowers to the Agent stating that all proceeds that, in the absence of this paragraph (iv), would otherwise be required to be applied to the Term Loans and the Advances as provided in clause (iii) of this Section 2.4(a) (such proceeds, the "Sale/Casualty Proceeds") shall be used to replace, repair or otherwise restore the Collateral subject to a sale, disposition, casualty, loss or condemnation and identifying whether such Sale/Casualty Proceeds shall be deposited in a Cash Collateral Account pursuant to subparagraph (A) below or used to repay the Advances pursuant to subparagraph (B) below and in the absence of a continuing Default or Event of Default, the Borrowers may direct Agent to either: A. deposit all such Sale/Casualty Proceeds into a Cash Collateral Account, in which case all such Sale/Casualty Proceeds when so deposited (w) shall constitute Collateral for the Obligations then outstanding, (x) may be withdrawn by the Borrowers solely to replace, repair or restore any Collateral sold or otherwise disposed of, or the subject of casualty, loss or condemnation with other Collateral of the same type that is useful in the business of the Borrowers, provided that (1) such withdrawal must be made and such Collateral replaced, repaired or restored within 90 days after the date of the applicable sale, disposition, loss, casualty or condemnation, (2) the amount withdrawn may not exceed the amount of Sale/Casualty Proceeds deposited in connection with any such any sale, disposition, loss, casualty or condemnation, and (3) no Default or Event of Default shall have occurred and be continuing at the time of such withdrawal, and (y) upon the occurrence and during the continuance of a Default or an Event of Default or after such 90 day period shall have expired, shall be applied by Agent to the Obligations in accordance with clause (iii) of this Section 2.4(b), or B. apply all such Sale/Casualty Proceeds to repay the Advances, the proceeds of which were used to purchase Equipment of the same type within 90 days prior to the date of the applicable sale or other disposition of the Equipment replaced thereby. Notwithstanding anything to the contrary contained in this clause (iv), the maximum amount that may be deposited in the Cash Collateral Account pursuant to subparagraph (A) above together with the maximum amount of proceeds that may be applied to the Advances pursuant to subparagraph (B) above may not exceed $250,000 in the aggregate at any time.

Payments by Borrowers. (i) All payments to be made by Borrowers shall be made without set-off, recoupment, deduction, or counterclaim, except as otherwise required by law. Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s Account Agent for the account of the Lender Group without further order of the Bankruptcy Court (except for the Interim Order and the Final OrderLenders or Agent, as applicable) the case may be, at Agent's address set forth in Section 12, and shall be made in immediately available funds, no later than 1:30 2:00 p.m. (Boston time) on the date specified herein. Any payment received by Agent later than 1:30 2:00 p.m. (Boston time), at the option of Agent, shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (iii) Unless Agent receives notice from Borrowers prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do have not make made such payment in full to Agent on the date when dueAgent, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Reference Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by Borrowers. (i) Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s Account for the account of the Lender Group without further order of the Bankruptcy Court (except for the Interim Order and the Final Order, as applicable) and shall be made in immediately available funds, no later than 1:30 12:00 p.m. on the date specified herein. Any payment received by Agent later than 1:30 12:00 p.m. shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day; but solely for the purpose of determining whether or not an Event of Default under Section 8.1(a) has occurred, any payment received by Agent after 12:00 p.m. but prior to 5:00 p.m. shall be deemed received on the date received. (ii) Unless Agent receives notice from Borrowers Administrative Borrower prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid. (iii) The Loans and the other Obligations (unless such other Obligations expressly provide otherwise) shall be made and repaid in Dollars.

Payments by Borrowers. (i) a All payments to be made by Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s Account the Agent for the account of the Lender Group without further order of Lenders at the Bankruptcy Court (except for the Interim Order and the Final OrderAgent's Payment Office, as applicable) and shall be made in dollars and in immediately available funds, no later than 1:30 1:00 p.m. (Chicago time) on the date specified herein. The Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment received by the Agent later than 1:30 1:00 p.m. (Chicago time) shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until accrue. (b Subject to the provisions set forth in the definition of "Interest Period" herein, whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (ii) c Unless the Agent receives notice from Borrowers prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, the Agent may assume that Borrowers have made (or will make) such payment in full to the Agent on such date in immediately available funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do have not make made such payment in full to Agent on the date when dueAgent, each Lender severally shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by Borrowers. (ia) All payments to be made by Borrowers shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s Account Agent for the account of the Lender Group without further order of the Bankruptcy Court (except for the Interim Order and the Final OrderL▇▇▇▇▇▇, as applicable) at Agent’s address and shall be made in Dollars and in immediately available funds, no later than 1:30 1:00 p.m. (New York, New York time) on the date specified herein. Any payment received by Agent later than 1:30 1:00 p.m. (New York, New York time) shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until accrue. (b) Whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (iic) Unless Agent receives notice from Borrowers Borrower prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do have not make made such payment in full to Agent on the date when dueAgent, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Federal Funds Rate for each day from the date such amount is distributed to such Lender until the date repaid. (d) All payments of principal, interest, reimbursement obligations in connection with Letters of Credit and any related credit support for Letters of Credit, fees, premiums and other sums payable hereunder, including all reimbursement for expenses pursuant to Section 13.1, may, at the option of Agent, subject only to the terms of this Section 2.10(d), be paid from the proceeds of Revolving Loans made hereunder, whether made following a request by Borrowers pursuant to Section 2.2 or a deemed request as provided in this Section 2.10(d). Each Borrower hereby irrevocably authorizes Agent to charge the Loan Account for the purpose of paying principal, interest, reimbursement obligations in connection with Letters of Credit and any related credit support for Letters of Credit, fees, premiums and other sums payable hereunder, including reimbursing expenses pursuant to Section 13.1, and agrees that all such amounts charged shall constitute Revolving Loans (including, if charged as such to the Loan Account, Non-Ratable Loans or Agent Advances) and that all such Revolving Loans so made shall be deemed to have been requested by Borrowers pursuant to Section 2.2.

Payments by Borrowers. (i) Except as otherwise expressly provided herein, all payments by Borrowers any Borrower shall be made to Agent’s Applicable Account for the account of the Lender Group without further order of the Bankruptcy Court (except for the Interim Order and the Final Order, as applicable) and shall be made in immediately available fundsfunds in the applicable currency, no later than 1:30 (A) with respect to amounts denominated in Dollars, 2:00 p.m. (New York time) and (B) with respect to amounts denominated in Euros, 3:00 p.m. (London time), in each case, on the date specified herein. Any payment received by Agent later than 1:30 (A) with respect to amounts denominated in Dollars, 2:00 p.m. (New York time) and (B) with respect to amounts denominated in Euros, 3:00 p.m. (London time), in each case, shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) . Without limiting the generality of the foregoing, Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in Euros, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Euro payment amount. Unless Agent receives notice from Borrowers prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid. All repayments, prepayments or reimbursements with respect to any Obligations shall be made to Agent’s Applicable Account.

Payments by Borrowers. (i) Except as otherwise expressly provided herein, all payments by Borrowers any Borrower shall be made to Administrative Agent’s Account for the account of the applicable member(s) of the Lender Group without further order of the Bankruptcy Court (except for the Interim Order and the Final Order, as applicable) and shall be made in immediately available funds, no later than 1:30 2:00 p.m. (Eastern time) on the date specified herein. Any payment received by Administrative Agent later than 1:30 2:00 p.m. (Eastern time) shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Administrative Agent shall distribute (A) each interest and scheduled principal payment received by it for the account of any Lender to the appropriate recipient within one Business Day following the date such payment is received (or deemed to be received) by Administrative Agent in accordance with clause (i) above, and (B) each other payment (including principal prepayments) received by it for the account of any Lender or Agent to the appropriate recipient within three Business Days following the date such payment is received (or deemed to be received) by Administrative Agent in accordance with clause (i) above. (iii) Unless Administrative Agent receives notice from Borrowers prior to the date on which any payment is due to the Lenders hereunder that Borrowers will not make such payment in full as and when required, Administrative Agent may assume that Borrowers have made (or will make) such payment in full to Administrative Agent on such date in immediately available funds and Administrative Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do not make such payment in full to Administrative Agent on the date when due, each Lender severally shall repay to Administrative Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by Borrowers. (i) Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s Account for the account of the Lender Group without further order of the Bankruptcy Court (except for the Interim Order and the Final Order, as applicable) and shall be made in immediately available funds, no later than 1:30 4:30 p.m. on the date specified herein; provided that, for the avoidance of doubt, any payments deposited into a Controlled Account (as defined the Guaranty and Security Agreement) shall be deemed not to be received by Agent on any Business Day unless immediately available funds have been credited to Agent’s Account prior to 4:30 p.m. on such Business Day. Any payment received by Agent in immediately available funds in Agent’s Account later than 1:30 4:30 p.m. shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Unless Agent receives notice from Borrowers prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest ​ thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by Borrowers. (i) Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s 's Account for the account of the Lender Group without further order of the Bankruptcy Court (except for the Interim Order and the Final Order, as applicable) and shall be made in immediately available funds, no later than 1:30 p.m. 11:00 a.m. (California time) on the date specified herein. Any payment received by Agent later than 1:30 p.m. 11:00 a.m. (California time), shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Unless Agent receives notice from Borrowers Administrative Borrower prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid. (iii) In the event the aggregate principal amount of the Advances outstanding on any day exceeds the maximum amount of indebtedness permitted to be incurred pursuant to clause (b) of the definition of "Permitted Indebtedness" under the ClimaChem Indenture, Borrowers will immediately prepay the outstanding principal amount of the Advances, to the full extent of any such excess. (iv) Upon receipt of any disbursements or dividends described in Section 6.16, the Borrowers shall immediately prepay the outstanding principal amount of the Advances in the amount of such distribution or dividend.

Payments by Borrowers. (i) Except as otherwise expressly provided herein, all payments by Borrowers any Borrower shall be made to Agent’s Applicable Account for the account of the Lender Group without further order of the Bankruptcy Court (except for the Interim Order and the Final Order, as applicable) and shall be made in immediately available fundsfunds in the applicable currency, no later than 1:30 (A) with respect to amounts denominated in Dollars, 2:00 p.m. (New York time) and (B) with respect to amounts denominated in Euros, 3:00 p.m. (London time), in each case, on the date specified herein. Any payment received by Agent later than 1:30 (A) with respect to amounts denominated in Dollars, 2:00 p.m. (New York time) and (B) with respect to amounts denominated in Euros, 3:00 p.m. (London time), in each case, shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. Without limiting the generality of the foregoing, Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in Euros, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Euro payment amount. (ii) Unless Agent receives notice from Borrowers prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid. (iii) All repayments, prepayments or reimbursements with respect to US Advances, US Letters of Credit and other US Obligations shall be made to Agent’s Applicable Account for US Obligations and all repayments, prepayments or reimbursements with respect to Foreign Advances, Foreign Letters of Credit and other Foreign Obligations shall be made to Agent’s Applicable Account for Foreign Obligations.

Payments by Borrowers. (i) Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s Account for the account of the Lender Group without further order of the Bankruptcy Court (except for the Interim Order and the Final Order, as applicable) and shall be made in immediately available funds, no later than 1:30 4:30 p.m. on the date specified herein; provided that, for the avoidance of doubt, any payments deposited into a Controlled Account (as defined in the Guaranty and Security Agreement or the Canadian Guaranty and Security Agreement, as applicable) shall be deemed not to be received by Agent on any Business Day unless immediately available funds have been credited to Agent’s Account prior to 4:30 p.m. on such Business Day. Any payment received by Agent in immediately available funds in Agent’s Account later than 1:30 4:30 p.m. shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Unless Agent receives notice from Borrowers prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate default rate specified in Section 2.6(c) below for each day from the date such amount is distributed to such Lender until the date repaid.

Payments by Borrowers. (i) All payments to be made by Borrowers shall be made without set-off, recoupment, deduction, or counterclaim, except as otherwise required by law. Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s Account Agent for the account of the Lender Group without further order of the Bankruptcy Court (except for the Interim Order and the Final Orderat Agent's address set forth in SECTION 12, as applicable) and shall be made in immediately available funds, no later than 1:30 p.m. 11:00 a.m. (California time) on the date specified herein. Any payment received by Agent later than 1:30 p.m. 11:00 a.m. (California time), at the option of Agent, shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business Day. (ii) Whenever any payment is due on a day other than a Business Day, such payment shall be made on the following Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (iii) Unless Agent receives notice from Borrowers Administrative Borrower prior to the date on which any payment is due to the Lenders that Borrowers will not make such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do not make such payment in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid.