Common use of Payments by Borrowers Clause in Contracts

Payments by Borrowers. (a) Except as otherwise expressly provided herein, all payments (including prepayments) 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, and shall be made to Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Agent (or such other address as Agent may from time to time specify in accordance with Section 9.2), including payments utilizing the ACH system, and shall be made in Dollars and by wire transfer or ACH transfer in immediately available funds (which shall be the exclusive means of payment hereunder), no later than 1:00 p.m. (New York time) on the date due. Any payment which is received by Agent later than 1:00 p.m. (New York time) may in Agent’s discretion be deemed to have been received on the immediately succeeding Business Day and any applicable interest or fee shall continue to 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) 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. (b) Subject to the provisions set forth in the definition of “Interest Period” and except as otherwise provided 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. (c) During the continuance of an Event of Default, Agent 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 L/C Reimbursement Obligations and cash collateralization of unmatured L/C Reimbursement Obligations to the extent not then due and payable) 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 L/C Reimbursement Obligations then due and payable 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 application to the next succeeding category and (ii) each of the Lenders or other Persons entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses third, fourth and fifth above.

Payments by Borrowers. (ai) Except as otherwise expressly provided herein, all payments (including prepayments) 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, and Borrowers shall be made to Agent (Agent's Account for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Agent (or such other address as Agent may from time to time specify in accordance with Section 9.2), including payments utilizing the ACH system, Lender Group and shall be made in Dollars and by wire transfer or ACH transfer in immediately available funds (which shall be the exclusive means of payment hereunder)funds, no later than 1:00 p.m. 11:00 a.m. (New York California time) on the date duespecified herein. Any payment which is received by Agent later than 1:00 p.m. 11:00 a.m. (New York California time) may in Agent’s discretion ), shall be deemed to have been received on the immediately succeeding following Business Day and any applicable interest or fee shall continue to accrue. Each accrue until such following Business Day. (ii) Unless Agent receives notice from 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 each other Credit Party hereby irrevocably waives the right when required, Agent may assume that Borrowers have made (or will make) such payment in full to direct the application during the continuance of an Event of Default of any Agent on such date in immediately available funds and all payments Agent may (but shall not be so required), in respect of any Obligation and any proceeds of Collateral. Each Borrower hereby authorizes Agent and 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 a Revolving Loan (which shall be a Base Rate Loan) such payment in full to pay (i) interest, principal, L/C Reimbursement Obligations, agent fees, Unused Revolving Commitment Fees and Letter of Credit Fees, in each instance, Agent on the date when due, or (ii) after five (5) days’ prior notice each Lender severally shall repay to Borrower RepresentativeAgent on demand such amount distributed to such Lender, other fees, costs or expenses payable by Borrowers or any of their respective Subsidiaries hereunder or under together with interest thereon at the other Loan DocumentsDefaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid. (biii) Subject to If, during any 12 consecutive month period, any Borrower or any Guarantor Subsidiary receives any Net Proceeds from the provisions set forth sale, assignment, transfer or other disposition of any assets described in clauses (a), (d) or (h) of the definition of “Interest Period” Permitted Dispositions and except as otherwise provided hereinthe aggregate Net Proceeds received by all such entities on account of such sales, if any payment hereunder assignments, transfers and other dispositions during such 12 consecutive month period (it being understood that pursuant to clause (ii)(A) of the definition of "Net Proceeds," the proceeds from such sales, assignments, transfers or other dispositions shall be stated reduced by the amount required to be due on a day other than a Business Day, such payment shall be made on paid to Marad or GE pursuant to the next succeeding Business Day, and such extension of time shall in such case be included in Marad Financing Documents or the computation of interest or feesGE Financing Documents, as the case may be. (c) During the continuance of an Event of Default, Agent 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 Collateralexceeds $2,000,000 (the "Excess Net Proceeds"), Borrowers immediately shall be applied as follows: first, to payment of costs and expenses, including Attorney Costs, of Agent payable or reimbursable by (A) ------------------- prepay the Credit Parties under the outstanding Term 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 L/C Reimbursement Obligations and cash collateralization of unmatured L/C Reimbursement Obligations to the extent not then due and payable) 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 L/C Reimbursement Obligations then due and payable 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, Amount 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 application to the next succeeding category and (ii) each of the Lenders or other Persons entitled to payment shall receive an amount equal to its pro rata share the Excess Net Proceeds (subject to compliance with the requirements of amounts available Section 2.2 with the ----------- exception of the notice provisions thereof), or (B) permanently reduce the Maximum Revolver Amount and the Revolver Commitments by an amount equal to the Excess Net Proceeds, by immediately giving Agent and each Lender written notice of their election to so permanently reduce the Maximum Revolver Amount and the Revolver Commitments (whereupon (w) the Maximum Revolver Amount and the Revolver --------- Commitments shall immediately and automatically so reduce, (x) the Revolver Commitments of each Lender shall reduce ratably, (y) the Letter of Credit facility sublimit referred to in Section 2.12(a)(ii) hereof shall reduce ------------------- ratably, and (z) the Borrowers shall apply the Excess Net Proceeds, first, to prepay the Advances and, second, to provide cash collateral to be applied held by Agent in an interest bearing account selected by Agent in its sole discretion for the benefit of those Lenders with a Revolver Commitment in an amount equal to 105% of the then extant Letter of Credit Usage (the aggregate amount of such cash collateral held by Agent as of any date of the determination thereof is referred to herein as the "L/C Cash Collateral"), in each case regardless of any failure ------------------- ------------ to comply with the notice or other requirements of Section 3.6 hereof), or (C) ----------- prepay the Term Loan Amount and reduce the Maximum Revolver Amount and the Revolver Commitments pursuant to any combination of prepayments and reductions pursuant clauses third(A) and (B) as 57 Parent shall elect, fourth so long as the total amount of such prepayment and fifth abovereduction is equal to such Excess Net Proceeds.

Payments by Borrowers. (a) Except as otherwise expressly provided herein, all payments (including prepayments) 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, and a Borrower shall be made to Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Agent (Lender Payment Account or such other address place as Agent Lender may designate in writing to a Borrower from time to time specify in accordance with Section 9.2), including payments utilizing the ACH system, and shall be made in Dollars and by wire transfer or ACH transfer in immediately available funds (which shall be the exclusive means of payment hereunder)funds, no later than 1:00 1:30 p.m. (New York time) on the date duespecified herein. Any payment which is received by Agent Lender later than 1:00 1:30 p.m. (New York time) may in Agent’s discretion shall be deemed to have been received (unless Lender, in its discretion, elects to credit it on the immediately succeeding date received) on the following Business Day and any applicable interest or fee shall continue to 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) 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. (b) Subject to the provisions set forth in the definition of “Interest Period” and except as otherwise provided herein, if any payment hereunder shall be stated to be due on a day other than a accrue until such following Business Day, such payment . All payments of Obligations shall be made on the next succeeding Business Dayin Dollars, without offset, counterclaim or defense of any kind, free and clear of (and without deduction for) any Taxes (unless any deduction or withholding of Taxes is required under applicable law), levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction or by any political subdivision or taxing authority thereof or therein, and all interest, penalties or similar liabilities with respect thereto. If any Taxes are so required to be withheld or deducted under applicable law, Loan Parties agree to withhold and deduct such extension Taxes and pay the full amount of time shall in such case be included in the computation of interest or fees, as the case may be. (c) During the continuance of an Event of Default, Agent 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 Taxes 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: firstrelevant Governmental Authority and, to the extent such Taxes are Indemnified Taxes, Loan Parties agree to pay such additional amounts to Lender as may be necessary so that every 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 all amounts due under this Agreement; third, any note or any other Loan Document, including any amount paid pursuant to payment this Section 2.4 after withholding or deduction for or on account of all accrued unpaid interest on the Obligations (other than L/C Reimbursement Obligations and cash collateralization of unmatured L/C Reimbursement Obligations any Taxes, will be equal to the extent not then due and payable) and fees owed to Agent, Lenders and L/C Issuers; fourth, to payment of principal amount provided for herein. No Loan Party will fund any repayment of the Obligations applied pro rata among the Revolving Loans including L/C Reimbursement Obligations then due and payable and cash collateralization of unmatured L/C Reimbursement Obligations to the extent not then due and payable; fifthCredit Facility with proceeds, to payment of or provide as Collateral any property, that is directly or indirectly derived from any transaction or activity that is prohibited by Sanctions, Anti-Money Laundering Laws or Anti-Corruption Laws, or that would otherwise cause Lender or any other amounts owing constituting Obligations; and sixth, any remainder shall be for the account of and paid party 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 application to the next succeeding category and (ii) each of the Lenders or other Persons entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses thirdin breach of Sanctions, fourth and fifth aboveAnti-Money Laundering Laws or Anti-Corruption Laws.

Payments by Borrowers. (ai) Except as otherwise expressly provided herein, all payments (including prepayments) to be made by each Credit Party on account of principal, interest, fees and other amounts required hereunder US Borrowers shall be made without set off, recoupment, counterclaim or deduction of any kind, and shall be made in the Applicable Currency to Agent (the applicable Administrative Agent’s Account for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Agent (or such other address as Agent may from time to time specify in accordance with Section 9.2), including payments utilizing the ACH system, Lender Group and shall be made in Dollars and by wire transfer or ACH transfer in immediately available funds (which shall be the exclusive means of payment hereunder)funds, no later than 1:00 p.m. 11:00 a.m. (New York California time) on the date duespecified herein, all payments by Canadian Borrowers shall be made in the Applicable Currency to the applicable Canadian Administrative 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 and all payments by European Borrowers shall be made in the Applicable Currency to the applicable European Administrative 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 which is received by the applicable Agent later than 1:00 p.m. 11:00 a.m. (New York California time) may in Agent’s discretion shall be deemed to have been received on the immediately succeeding following Business Day and any applicable interest or fee shall continue to accrueaccrue until such following Business Day. 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) 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. (b) Subject to the provisions set forth in the definition of “Interest Period” and except as otherwise provided herein, if If any payment hereunder shall be stated to be becomes due and payable on a day other than a Business Day, except to the extent the amount thereof is charged to a Loan Account pursuant to the terms of this Agreement on or as of such due date, the due date of such payment shall be made on extended to 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. (cii) During Unless the continuance of an Event of Default, applicable Agent 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 L/C Reimbursement Obligations and cash collateralization of unmatured L/C Reimbursement Obligations to the extent not then due and payable) 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 L/C Reimbursement Obligations then due and payable 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 receives notice from Administrative Borrower prior to the application date on which any payment is due to the next succeeding category Lenders that the applicable Borrowers will not make such payment in full as and when required, such Agent may assume that such Borrowers have made (iior will make) such payment in full to such Agent on such date in immediately available funds in the Applicable Currency and such Agent may (but shall not be so required), in reliance upon such assumption, distribute to each of the Lenders or other Persons entitled to payment shall receive Lender on such due date an amount equal to its pro rata share the amount then due such Lender. If and to the extent the applicable Borrowers do not make such payment in full to the applicable Agent on the date when due, each Lender severally shall repay to such 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, notwithstanding the terms of amounts available this Agreement, any Agent receives any payment from or on behalf of any Borrower in a currency other than the Applicable Currency, such Agent may convert the payment (including the monetary proceeds of realization upon any Collateral and any funds then held in a cash collateral account) into the Applicable Currency at the Currency Exchange Rate in the manner contemplated by Section 10.4. To the extent permitted by law, the obligation shall be satisfied only to be applied pursuant to clauses third, fourth and fifth abovethe extent of the amount actually received by such Agent upon such conversion.

Payments by Borrowers. (a) Except as otherwise expressly provided herein, The Bank may charge any deposit account of any Borrower at the Bank with the amount of all payments of interest, principal and other sums due (including prepayments) after the expiration of any applicable grace period), from time to time, under this letter agreement and/or any Note; and will immediately thereafter notify the relevant Borrower of the amount so charged. The failure of the Bank so to charge any account or to give any such notice shall not affect any obligation of the Borrowers to pay interest, principal or other sums as provided herein or in any Note. Whenever any payment 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, and shall be made to Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Agent (or such other address as Agent may from time to time specify in accordance with Section 9.2), including payments utilizing the ACH system, and shall be made in Dollars and by wire transfer or ACH transfer in immediately available funds (which shall be the exclusive means of payment hereunder), no later than 1:00 p.m. (New York time) on the date due. Any payment which is received by Agent later than 1:00 p.m. (New York time) may in Agent’s discretion be deemed to have been received on the immediately succeeding Business Day and any applicable interest or fee shall continue to 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) after five (5) days’ prior notice to Borrower Representative, other fees, costs or expenses payable by Borrowers or any of their respective Subsidiaries Bank hereunder or under the other Loan Documents. (b) Subject to the provisions set forth in the definition of “Interest Period” and except as otherwise provided herein, if any payment hereunder Note shall be stated to be due on a day other than which is not a Business Day, such payment shall may be made on the next succeeding Business Day, and interest payable on each such date shall include the amount thereof which shall accrue during the period of such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (c) During the continuance of an Event of Default, Agent may, and shall upon the direction of Required Lenders apply time. All payments by any and all payments received by Agent Borrower hereunder and/or in respect of any Obligation in accordance with clauses first through sixth belowNote shall be made net of any impositions or taxes and without deduction, set-off or counterclaim, notwithstanding any claim which any Borrower may now or at any time hereafter have against the Bank. Notwithstanding All payments of interest, principal and any provision herein other sum payable hereunder and/or under any Note shall be made to the contraryBank, all in immediately available funds, at its Principal Office or otherwise as the Bank may from time to THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS BRACKETED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 5 time direct. All payments made received by Credit Parties to Agent the Bank after 12:00 noon on any or all day shall be deemed received as of the Obligations have been accelerated (so long as such acceleration has not been rescinded), including proceeds of Collateral, next succeeding Business Day. All monies received by the Bank shall be applied as follows: firstfirst to fees, to payment of charges, costs and expensesexpenses payable to the Bank under this letter agreement, including Attorney Costs, any Note and/or any of Agent payable or reimbursable by the Credit Parties under the other Loan Documents; second, next to payment interest then accrued on account of Attorney Costs of Lenders payable or reimbursable by Borrowers under this Agreement; third, the Term Loans and only thereafter to payment of all accrued unpaid interest on the Obligations (other than L/C Reimbursement Obligations and cash collateralization of unmatured L/C Reimbursement Obligations to the extent not then due and payable) and fees owed to Agent, Lenders and L/C Issuers; fourth, to payment of principal of the Obligations Term Loans, being applied pro rata among the Revolving Loans including L/C Reimbursement Obligations then due and against principal installments in inverse order of normal maturity. All interest payable and cash collateralization of unmatured L/C Reimbursement Obligations to the extent not then due and payable; fifth, to payment of hereunder and/or under any other amounts owing constituting Obligations; and sixth, any remainder Note shall be calculated on the basis of a 360-day year for the account actual number 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 application to the next succeeding category and (ii) each of the Lenders or other Persons entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses third, fourth and fifth abovedays elapsed.

Payments by Borrowers. (a) Except as otherwise expressly provided herein, all All payments (including prepayments) 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, and shall shall, except as otherwise expressly provided herein, be made to Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Agent (or such other address as Agent may from time to time specify in accordance with Section 9.2), including payments utilizing the ACH system, and shall be made in Dollars and by wire transfer or ACH transfer in immediately available funds (which shall be the exclusive means of payment hereunder), no later than 1:00 p.m. (New York time) on the date due. Any payment which is received by Agent later than 1:00 p.m. (New York time) may in Agent’s discretion be deemed to have been received on the immediately succeeding Business Day and any applicable interest or fee shall continue to 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) 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. (b) Subject to the provisions set forth in the definition of “Interest Period” and except as otherwise provided 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. (c) During the continuance of an Event of Default, Agent 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 L/C Reimbursement Obligations and cash collateralization of unmatured L/C Reimbursement Obligations relating to the extent not then due and payableany 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 including, without limitation, L/C Reimbursement Obligations then due and payable 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 application to the next succeeding category and (ii) each of the Lenders or other Persons entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses third, fourth and fifth above.

Payments by Borrowers. (a) Except as Unless otherwise expressly provided herein, all payments (including prepayments) amounts to be made paid or deposited by each Credit Party the Borrowers hereunder shall be paid or deposited in accordance with the terms hereof no later than 3:00 p.m. on the day when due in lawful money of the United States, in immediately available funds to the Administrative Agent’s Account and, if not received before such time, shall be deemed to be received on the next Business Day. The Borrowers shall, to the extent permitted by Applicable Law, pay to the Administrative Agent interest on any amounts not paid when due hereunder or under the Loan Documents at the Post-Default Rate, payable on demand; provided, however, that such interest rate shall not at any time exceed the maximum rate permitted by Applicable Law. Such interest shall be for the account of, and distributed to, the Lenders. All computations of principal, interest, Interest and all computation of other interest and fees and other amounts required hereunder shall be made without set off, recoupment, counterclaim or deduction on the basis of any kind, and shall be made to Agent (a year consisting of 360 days for the ratable account actual number of days (including the Persons entitled theretofirst but excluding the last day) at elapsed. The Borrowers acknowledge that they have no rights of withdrawal from the address for payment specified in Collection Account, the signature page hereof in relation CDO Management Fee Account or from the Administrative Agent’s Account; provided, however, the Borrowers may have a right to Agent (or such other address as Agent may distributions from time to time specify the Collection Account in accordance with Section 9.2Subsection 2.7(b), including payments utilizing the ACH system, and shall be made in Dollars and by wire transfer or ACH transfer in immediately available funds (which shall be the exclusive means of payment hereunder), no later than 1:00 p.m. (New York time) on the date due. Any payment which is received by Agent later than 1:00 p.m. (New York time) may in Agent’s discretion be deemed to have been received on the immediately succeeding Business Day and any applicable interest or fee shall continue to 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) 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. (b) Subject to the provisions set forth in the definition of “Interest Period” and except as otherwise provided herein, if Whenever 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 the payment of the Interest, other interest or feesany fee payable hereunder, as the case may be. (c) During If (i) any Loan requested by the continuance Borrowers and approved in writing by the Administrative Agent is not, for any reason, made or effectuated, as the case may be, on the date specified therefor, (ii) the Borrowers fail to pay the principal amount of an Event of Default, Agent may, and shall upon the direction of Required Lenders apply or any and all payments received by Agent in respect of Interest on any Obligation Loan in accordance with clauses first through sixth belowthe terms hereof or (iii) the Borrowers fail to make any prepayment after receiving or giving notice thereof, the Borrowers shall indemnify the Administrative Agent against any reasonable loss, cost or expense incurred by the Administrative Agent and the Lenders, including, without limitation, any loss (including loss of anticipated profits, net of anticipated profits, if any, in the reemployment of any funds in the manner determined by the Administrative Agent or Lenders in their discretion), any reasonable cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the Administrative Agent or the Lenders to fund or maintain such Loan and any Interest, other interest or fees payable by the Administrative Agent or any Lender to lenders of funds obtained by it in order to maintain any Loan hereunder. Notwithstanding A certificate as to any provision herein such amounts payable under this Subsection 2.9(c) submitted by the Administrative Agent to the contraryBorrowers shall be conclusive absent manifest errors. (d) Except as set forth to the contrary in the Loan Documents, 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 sums payable or reimbursable by the Credit Parties Borrowers and the Guarantors hereunder or under the Loan DocumentsDocuments shall be paid without notice, demand, counterclaim, setoff, deduction or defense (as to any Person or any reason whatsoever) and without abatement, suspension, deferment, diminution or reduction (as to any Person or any reason whatsoever), and the obligations and liabilities of each Borrower and each Guarantor hereunder shall in no way be released, discharged or otherwise affected (except as expressly provided herein) by reason of: (a) any damage to or destruction of or any taking of any asset, any Property, any Collateral or any portion of the foregoing; second(b) any restriction or prevention of or interference with any use of any asset, any Property, any Collateral or any portion of the foregoing; (c) any title defect or encumbrance or any eviction from any Property, by title paramount or otherwise; (d) any Insolvency Proceeding relating to payment any Borrower, any Guarantor, any Affiliate or Subsidiary of Attorney Costs the foregoing or any obligor, account debtor or indemnitor under the Collateral, or any action taken with respect to this Agreement or any other Loan Document by any trustee or receiver of Lenders payable any Borrower, any Guarantor, any Affiliate or reimbursable Subsidiary of the foregoing or any obligor, account debtor or indemnitor under the Collateral, or by Borrowers under this Agreementany court, in any such proceeding; third(e) any claim that any Borrower or any Guarantor has or might have against the Administrative Agent, to payment of all accrued unpaid interest any Lender, any Affected Party and/or any Indemnified Party; (f) any default or failure on the Obligations (other than L/C Reimbursement Obligations and cash collateralization part of unmatured L/C Reimbursement Obligations to the extent not then due and payable) and fees owed to Administrative Agent, Lenders and L/C Issuers; fourthany Lender, any Affected Party and/or any Indemnified Party to payment of principal perform or comply with any of the Obligations applied pro rata among terms hereof, the Revolving Loans including L/C Reimbursement Obligations then due and payable and cash collateralization of unmatured L/C Reimbursement Obligations to the extent not then due and payable; fifth, to payment Loan Documents or of any other amounts owing constituting Obligations; and sixthagreement with any Borrower, any remainder shall be for Guarantor, any Consolidated Subsidiary of the account of and paid to whoever may be lawfully entitled thereto. provided, that, notwithstanding anything to foregoing and/or any other Person; (g) the contrary set forth above, in no event shall any proceeds invalidity or unenforceability of any Collateral ownedor Loan; (h) anything related to or arising out of any Borrower-Related Obligation; or (i) any other occurrence whatsoever, whether similar or any guaranty provided, by any Credit Party under any Loan Document be applied dissimilar 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 application to the next succeeding category and (ii) each whether or not any Borrower, any Guarantor or any Affiliate or Subsidiary of the Lenders foregoing shall have notice or other Persons entitled to knowledge of any of the foregoing. (e) This Section 2.9 shall survive the termination of this Agreement and the payment shall receive an amount equal to its pro rata share in full of amounts available to be applied pursuant to clauses third, fourth and fifth abovethe Obligations.

Payments by Borrowers. (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 (including prepayments) 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, and Borrowers shall be made to Agent (for the ratable account of the Persons entitled thereto) Lenders at the Agent's address for payment specified set forth in the signature page hereof in relation to Agent (or such other address as Agent may from time to time specify in accordance with Section 9.2), including payments utilizing the ACH system15.8, and shall be made in Dollars and by wire transfer or ACH transfer in immediately available funds (which shall be the exclusive means of payment hereunder)funds, no later than 1:00 p.m. 11:00 a.m. (New York Central time) on the date duespecified herein. Any payment which is received by Agent later than 1:00 2:00 p.m. (New York Central time) may in Agent’s discretion shall be deemed to have been received on the immediately succeeding following Business Day and any applicable interest or fee shall continue to 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 CollateralSUBJECT 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. Each Borrower hereby authorizes Agent and each Lender to make a Revolving Loan UNLESS AGENT RECEIVES NOTICE FROM A BORROWER PRIOR TO THE DATE ON WHICH ANY PAYMENT IS DUE TO LENDERS THAT BORROWERS WILL NOT MAKE SUCH PAYMENT IN FULL AS AND WHEN REQUIRED, AGENT MAY ASSUME THAT BORROWERS HAVE MADE SUCH PAYMENT IN FULL TO AGENT ON SUCH DATE IN IMMEDIATELY AVAILABLE FUNDS AND AGENT MAY (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) 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. (b) Subject to the provisions set forth in the definition of “Interest Period” and except as otherwise provided 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. (c) During the continuance of an Event of Default, Agent 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 rescindedBUT SHALL NOT BE SO REQUIRED), including proceeds of CollateralIN RELIANCE UPON SUCH ASSUMPTION, shall be applied as follows: firstDISTRIBUTE TO EACH LENDER ON SUCH DUE DATE AN AMOUNT EQUAL TO THE AMOUNT THEN DUE SUCH LENDER. IF AND TO THE EXTENT BORROWERS HAVE NOT MADE SUCH PAYMENT IN FULL TO AGENT, to payment of costs and expensesEACH LENDER SHALL REPAY TO AGENT ON DEMAND SUCH AMOUNT DISTRIBUTED TO SUCH LENDER, 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 L/C Reimbursement Obligations and cash collateralization of unmatured L/C Reimbursement Obligations to the extent not then due and payable) 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 L/C Reimbursement Obligations then due and payable 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 application to the next succeeding category and (ii) each of the Lenders or other Persons entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses third, fourth and fifth aboveTOGETHER WITH INTEREST THEREON AT THE FEDERAL FUNDS RATE FOR EACH DAY FROM THE DATE SUCH AMOUNT IS DISTRIBUTED TO SUCH LENDER UNTIL THE DATE REPAID.

Payments by Borrowers. (a) Except as otherwise expressly provided herein, all All payments (including prepayments) 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, and shall shall, except as otherwise expressly provided herein, be made to Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Agent (or such other address as Agent may from time to time specify in accordance with Section 9.2), including payments utilizing the ACH system, and shall be made in Dollars and by wire transfer or ACH transfer in immediately available funds (which shall be the exclusive means of payment hereunder), no later than 1:00 p.m. (New York time) on the date due. Any payment which is received by Agent later than 1:00 p.m. (New York time) may in Agent’s discretion be deemed to have been received on the immediately succeeding Business Day and any applicable interest or fee shall continue to 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 and which may be a Swingline Loan) to pay (i) interest, principalprincipal (including Swingline Loans), L/C Reimbursement Obligations, agent fees, Unused Revolving Commitment Fees and Letter of Credit Fees, in each instance, on the date due, or (ii) 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. (b) Subject to the provisions set forth in the definition of “Interest Period” and except as otherwise provided 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. (c) During the continuance of an Event of Default, Agent 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 L/C Reimbursement Obligations and cash collateralization of unmatured L/C Reimbursement Obligations relating to the extent not then due and payableany 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, CAPEX Loans including and the Term Loans including, without limitation, L/C Reimbursement Obligations then due and payable 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 application to the next succeeding category and (ii) each of the Lenders or other Persons entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses third, fourth and fifth above.

Payments by Borrowers. (a) Except as otherwise expressly provided herein, all All payments (including prepayments) to be made by each Credit Party on account of principal, interest, fees and other amounts required hereunder shall be made without set set-off, recoupment, counterclaim or deduction of any kind, and shall shall, except as otherwise expressly provided herein, be made to Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Agent (or such other address as Agent may from time to time specify in accordance with Section 9.2), including payments utilizing the ACH system, and shall be made in Dollars and by wire transfer or ACH transfer in immediately available funds (which shall be the exclusive means of payment hereunder)) to the Collection Account. For purposes of computing interest and fees as of any date, no later than all payments shall be deemed received on the First Business Day following the Business Day on which immediately available funds therefor are received in the Collection Account prior to 1:00 p.m. (New York time) on the date due). Any payment which is received by Agent later than 1:00 p.m. (New York time) may in Agent’s discretion shall be deemed to have been received on the immediately succeeding Business Day and any applicable interest or fee shall continue to accrueDay. Each Borrower Borrowers 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) advance to pay (i) interest, principalFees and Expenses, L/C Reimbursement ObligationsUnused Commitment Fees, agent fees, Unused Revolving Commitment Fees and Letter of Credit Feesother Obligations, in each instance, instance on the date due, or (ii) 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. (b) Subject to the provisions set forth in the definition of “Interest Period” and except as otherwise provided herein, if 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. (c) During the continuance of an Event of Default, Agent 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 amounts collected or received 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 L/C Reimbursement Obligations and cash collateralization of unmatured L/C Reimbursement Obligations to the extent not then due and payable) 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 L/C Reimbursement Obligations then due and payable 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 application to the next succeeding category and (ii) each of the Lenders or other Persons entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses third, fourth and fifth above.:

Payments by Borrowers. (ai) Except as otherwise expressly provided herein, all payments (including prepayments) 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, and Borrowers shall be made to Agent (Administrative Agent’s Payment Office for the ratable account of the Lender Group (except payments to be made to any Issuing Bank or Swing Lender as expressly provided herein and except that payments pursuant to Sections 2.12(a), 2.12(b), 2.13(b), 15.7 and 16.1 shall be made directly to the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Agent (or such other address as Agent may from time to time specify in accordance with Section 9.2), including payments utilizing the ACH system, and shall be made in Dollars and by wire transfer or ACH transfer in immediately available funds (which shall be the exclusive means of payment hereunder)funds, no later than 1:00 12:00 p.m. (New York time) on the date duespecified herein. Any payment which is received by Administrative Agent later than 1:00 12:00 p.m. (New York time) may in Agent’s discretion shall be deemed to have been received (unless Administrative Agent, in its sole discretion, elects to credit it on the immediately succeeding date received) on the following Business Day and any applicable interest or fee shall continue to accrue. Each Borrower and each other Credit Party accrue until such following Business Day. (ii) In furtherance of the foregoing, Borrowers hereby irrevocably waives the right authorize Administrative Agent, in Administrative Agent’s sole discretion, to direct the application during the continuance request on behalf 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 Borrowers, Revolving Loan Loans (which shall be a Base Rate LoanLoans) or Swing Loans, in an amount sufficient to pay (i) interest, all principal, L/C Reimbursement Obligations, agent fees, Unused Revolving Commitment Fees and Letter of Credit FeesDisbursements, in each instanceinterest, on the date duefees, or (ii) after five (5) days’ prior notice other amounts from time to Borrower Representative, other fees, costs or expenses time due and payable by Borrowers or any of their respective Subsidiaries Loan Party to the Lender Group hereunder or under the any other Loan Documents. (b) Subject Document. All payments to be made by a Loan Party hereunder shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff, without setoff or counterclaim. Administrative Agent shall distribute any such payments received by it for the account of any other Person to the provisions set forth in the definition of “Interest Period” and except as otherwise provided herein, if appropriate recipient promptly following receipt thereof. If any payment hereunder shall be stated to be due on a day other than that is not a Business Day, such the date for payment shall be made on extended to the next succeeding Business Day, and such extension of time shall in such case be included and, in the computation of interest or fees, as the case may be. (c) During the continuance of an Event of Default, Agent 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 contrarypayment accruing interest, 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, interest thereon shall be applied as follows: first, to payment payable for the period 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 L/C Reimbursement Obligations and cash collateralization of unmatured L/C Reimbursement Obligations to the extent not then due and payable) 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 L/C Reimbursement Obligations then due and payable 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 such extension. All payments hereunder 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, made 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 application to the next succeeding category and (ii) each of the Lenders or other Persons entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses third, fourth and fifth aboveUS Dollars.

Payments by Borrowers. (ai) Except as otherwise expressly provided herein, all payments (including prepayments) 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, and Borrowers shall be made to Agent (Agent's Account for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Agent (or such other address as Agent may from time to time specify in accordance with Section 9.2), including payments utilizing the ACH system, Lender Group and shall be made in Dollars and by wire transfer or ACH transfer in immediately available funds (which shall be the exclusive means of payment hereunder)funds, no later than 1:00 p.m. 11:00 a.m. (New York California time) on the date duespecified herein. Any payment which is received by Agent later than 1:00 p.m. 11:00 a.m. (New York California time) may in Agent’s discretion shall be deemed to have been received on the immediately succeeding following Business Day and any applicable interest or fee shall continue to accrue. Each Borrower 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 each other Credit Party hereby irrevocably waives the right when required, Agent may assume that Borrowers have made (or will make) such payment in full to direct the application during the continuance of an Event of Default of any Agent on such date in immediately available funds and all payments Agent may (but shall not be so required), in respect of any Obligation and any proceeds of Collateral. Each Borrower hereby authorizes Agent and 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 a Revolving Loan (which shall be a Base Rate Loan) such payment in full to pay (i) interest, principal, L/C Reimbursement Obligations, agent fees, Unused Revolving Commitment Fees and Letter of Credit Fees, in each instance, Agent on the date when due, or (ii) after five (5) days’ prior notice each Lender severally shall repay to Borrower RepresentativeAgent on demand such amount distributed to such Lender, other fees, costs or expenses payable by Borrowers or any of their respective Subsidiaries hereunder or under together with interest thereon at the other Loan DocumentsDefaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date repaid. (biii) Subject In the event that after the Revolver Facility Effective Date the Existing Lender is required to repay or disgorge to the provisions set forth in the definition of “Interest Period” and except as otherwise provided 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. (c) During the continuance of an Event of Default, Agent 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 L/C Reimbursement Obligations and cash collateralization of unmatured L/C Reimbursement Obligations to the extent not then due and payable) 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 L/C Reimbursement Obligations then due and payable 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 ownedParties, or any guaranty providedrepresentatives of the Loan Parties' estates, by all or any Credit Party portion of the Pre-Petition Obligations or any payment on account of the Pre-Petition Obligations made to the Existing Lender is rescinded for any reason whatsoever, including, but not limited to, as a result of any Avoidance Action, or any other action, suit, proceeding or claim brought under any Loan Document be applied other provision of the Bankruptcy Code or any applicable state law, or any other similar provisions under any other state or federal statutory or common law (all such amounts being hereafter referred to repay or cash collateralize any Excluded Swap Obligation with respect to as the "AVOIDED PAYMENTS"), then, in such Credit Party. In carrying out the foregoingevent, (i) amounts received the Borrowers shall be applied prepay the Obligations in an amount equal to 100% of such Avoided Payments immediately upon receipt of the numerical order provided until exhausted prior to Avoided Payments by any Loan Party or any representative of the application to the next succeeding category Loan Parties' estates and (ii) each such amount shall be applied FIRST, to prepay the outstanding principal balance of the Lenders or other Persons entitled Term Loan until paid in full, and SECOND, to payment shall receive an the extent of any remaining portion of such Avoided Payment, to prepay Advances until paid in full and to permanently reduce the Revolver Commitments by the amount equal of such prepayment applicable to its pro rata share of amounts available to be applied pursuant to clauses third, fourth and fifth abovethe Advances.