Common use of Making of Payments; Application of Collections; Charging of Accounts Clause in Contracts

Making of Payments; Application of Collections; Charging of Accounts. (a) All payments hereunder shall be made without set-off or counterclaim and shall be made to Lender in immediately available funds (except as Lender may otherwise consent) prior to 12:30 p.m., Chicago time, on the date due at its office at 231 South LaSalle Street, Chicago, Illinois 60697, or at such other xxxxx xx xxx xx xxxxxxxxxx xx Xxxxxx xx Xxxxxxxx in writing. Any payments received after such time shall be deemed received on the next Business Day. Whenever any payment to be made hereunder or under any Note or Related Agreement shall be stated to be due on a date other than a Business Day, such payment may be made on the next succeeding Business Day, and such extension of time shall be included in the calculation of interest and any fees. (b) Borrower authorizes Lender, and on each Business Day Lender will, subject to the provisions of this paragraph (b), apply any amounts received by Lender (whether deposited in the Assignee Deposit Account of Borrower or otherwise received by Lender) from the collection of items of payment and from proceeds of any Collateral or Third Party Collateral (whether received upon any sale or other distribution of Collateral or Third Party Collateral by Lender or otherwise), against the principal and/or interest of any Loans made hereunder and/or any other Liabilities, whether or not then due, in such order of application as Lender may determine, unless such payments or proceeds are, in Lender's sole and absolute discretion, released to Borrower; provided, however, that so long as no Event of Default exists, any such amounts received by Lender shall be applied as follows: first, to payment of amounts then due with respect to fees (including Attorneys' Fees), charges and expenses for which Borrower is liable pursuant to this Agreement and the Related Agreements; second, to payment of amounts then due with respect to interest on the Loans; third, to payment of amounts then due with respect to principal of the Loans; fourth, to prepayment of the Revolving Loans; fifth, to prepayment of the Term Loan; provided, further, that no checks, drafts or other instruments received by Lender shall constitute final payment to Lender unless and until such item of payment has actually been collected. All items or amounts which are delivered to Lender by or on behalf of Borrower or any Obligor or any Account Debtor on account of partial or full payment or otherwise as proceeds of any of the Collateral or Third Party Collateral (including any items or amounts which may have been deposited to the Assignee Deposit Account) may from time to time in Lender's sole and absolute discretion be released to Borrower or may be applied by Lender towards payment of the Liabilities, whether or not then due as provided in the preceding sentence. Notwithstanding anything to the contrary herein, (i) all cash, checks, instruments and other items of payment, for purposes of determining (x) the occurrence of an Event of Default and (y) whether, under Sections 2.1, there is availability for Loans shall be deemed received upon actual receipt by Lender, unless the same is subsequently dishonored for any reason whatsoever, and (ii) solely for purposes of interest calculation hereunder, all cash, checks, instruments and other items of payment shall be deemed to have been applied against the Liabilities on the first Business Day after receipt by Lender of available funds with respect thereto. (c) Borrower hereby authorizes Lender to, and Lender may, in its sole and absolute discretion, charge to Borrower at any time when due all or any portion of any of the Liabilities (and interest, if any, thereon), including but not limited to any Attorneys' Fees and other costs and expenses of Lender for which Borrower or any other Obligor is liable pursuant to the terms of this Agreement or any Related Agreement, by charging Borrower's Demand Deposit Account or any other bank account of Borrower with Lender; provided, however, that the provisions of this Section 2.09(c) shall not affect Borrower's obligation to pay when due all amounts payable by Borrower or any other obligor under this Agreement, any Note or any Related Agreement, whether or not there are sufficient funds therefor in the Demand Deposit Account or any such other bank account of Borrower.

Making of Payments; Application of Collections; Charging of Accounts. (a) All payments hereunder (including payment of Letter of Credit Obligations and payments with respect to any Notes) shall be made without set-off or counterclaim and shall be made to Lender Agent in immediately available funds (except for payments to be made to Issuing Bank as Lender provided in Section 2.2 and except as Agent may otherwise consent) prior to 12:30 p.m., Chicago time, on the date due at its BAI's office at 231 South LaSalle StreetXxxxx XxXxxxx Xxxxxx, ChicagoXxxxxxx, Illinois 60697Xxxxxxxx 00000, or xx at such other xxxxx xx xxx xx xxxxxxxxxx xx Xxxxxx xx Xxxxxxxx place as may be designated by Agent to Borrower in writing. Any payments received after such time shall be deemed received on the next Business Banking Day. Whenever any payment to be made hereunder or under any Note or Related Agreement shall be stated to be due on a date other than a Business Banking Day, such payment may be made on the next succeeding Business Banking Day, and such extension of time shall be included in the calculation of interest and any fees. (bi) Borrower authorizes LenderAgent, and on each Business Day Lender Agent will, subject to the provisions of this paragraph (b), apply the whole or any part of any amounts received by Lender Agent (whether deposited in the Assignee Deposit Account of Borrower or otherwise received by LenderAgent) from the collection of items of payment and from proceeds of any Collateral or Third Party Collateral (whether received upon any sale or other distribution including without limitation proceeds of Collateral or Third Party Collateral by Lender or otherwiseinsurance), against the principal and/or interest of any Loans made hereunder and/or any other Liabilities, whether or not then due, in such order of application as Lender Agent may determine, unless such payments or proceeds are, in Lender's sole and absolute discretion, released to Borrower; provided, however, that so long as no prior to the occurrence of an Event of Default existsDefault, any such amounts received by Lender shall Agent shall, at Borrower's option, (y) be transferred to Borrower's Demand Deposit Account or other operating account in accordance with written instructions provided by Borrower, or (z) be applied in the manner, if any, specifically set forth in this Agreement with respect to such payment and if no such manner is specifically set out, then as follows: first, to payment of amounts then due with respect to fees (including Attorneys' Fees), charges and expenses for which Borrower is liable pursuant to this Agreement and the Related Agreements; second, to payment of amounts then due with respect to interest on the Loans; third, to payment of amounts then due with respect to the principal of the Loans; fourth, to prepayment of the Revolving Loans; fifth, to prepayment of the Term Loan; provided, further, that no checks, drafts or other instruments received by Lender shall constitute final payment to Lender unless and until such item of payment has actually been collected. All items or amounts which are delivered to Lender by or on behalf of Borrower or any Obligor or any Account Debtor on account of partial or full payment or otherwise as proceeds of any of the Collateral or Third Party Collateral . (including any items or amounts which may have been deposited to the Assignee Deposit Accountii) may from time to time in Lender's sole and absolute discretion be released to Borrower or may be applied by Lender towards payment of the Liabilities, whether or not then due as provided in the preceding sentence. Notwithstanding anything to the contrary herein, (i) all cash, checks, instruments and other items of payment, solely for purposes of determining (x) the occurrence of an Event of Default and (y) whetherDefault, under Sections 2.1, there is availability for Loans shall be deemed received upon actual receipt by LenderAgent, unless the same is subsequently dishonored for any reason whatsoever, (ii) for purposes of determining whether, under Sections 2.1 and 2.2, there is availability for Loans or Letters of Credit, all cash, checks, instruments and other items of payment shall be applied against the Liabilities when received by Agent and (iiiii) solely for purposes of interest calculation hereunder, all cash, checks, instruments and other items of payment shall be deemed to have been applied against the Liabilities on the first Business Banking Day after receipt by Lender Agent of available collected funds with respect thereto; further provided, that any amounts earned on such funds during the period after receipt thereof by Agent and prior to application thereof against the Liabilities as provided herein, shall be retained by Agent for Agent's own account. Notwithstanding the foregoing, no checks, drafts or other instruments received by Agent shall constitute final payment with respect to any Liabilities unless and until such item of payment has actually been collected. (c) Borrower hereby authorizes Lender toAgent, and Lender Agent may, in its sole and absolute discretion, charge to Borrower at any time when due all or any portion of any of the Liabilities (and interestconsisting of principal or interest and, if anyafter three Banking Days' prior notice, thereon), any other Liabilities including but not limited to any Attorneys' Fees and other costs and expenses of Lender Agent and Lenders for which Borrower or any other Obligor is liable pursuant to the terms of this Agreement or any Related Agreement, or for which any other Obligor is liable pursuant to the terms of any Related Agreement, by charging Borrower's Demand Deposit Account or any other bank account of Borrower with LenderAgent or by advancing the amount thereof to Borrower as a Revolving Loan; provided, however, however that the provisions of this Section 2.09(c2.10(c) shall not affect Borrower's obligation to pay when due all amounts payable by Borrower or any other obligor under this Agreement, any Note or any Related Agreement, whether or not there are sufficient funds therefor in the Demand Deposit Account or any such other bank account of Borrower.

Making of Payments; Application of Collections; Charging of Accounts. (a) All payments hereunder (including payments with respect to any Notes) shall be made without set-off or counterclaim and shall be made to the Lender in immediately available funds (except or as the Lender may otherwise consent) prior to 12:30 p.m.11:00 a.m., Chicago Minneapolis time, on the date due at its office at 231 South LaSalle StreetU.S. Bank Place, Chicago000 Xxxxxx Xxxxxx Xxxxx, Illinois 60697Xxxxxxxxxxx, Xxxxxxxxx 00000-0000, or at such other xxxxx xx xxx xx xxxxxxxxxx xx Xxxxxx xx Xxxxxxxx place as may be designated by the Lender to the Borrowers in writingwriting from time to time. Any payments received after such time shall be deemed received on the next Business Day. Whenever any payment to be made hereunder or under any Note or Related Agreement shall be stated to be due on a date other than a Business Day, Day such payment may be made on the next succeeding Business Day, Day and such extension of time shall be included in the calculation computation of payment of interest and or any fees. (b) Borrower authorizes LenderThe Borrowers authorize the Lender to, and on each Business Day the Lender will, subject to the provisions of this paragraph (bSection 2.10(b), apply the whole or any part of any amounts received by Lender the Lender, or any Affiliate (whether deposited in the Assignee Deposit Collateral Account of Borrower or otherwise received by the Lender, or any Affiliate) from the collection of items of payment and from proceeds of any Collateral or Third Party Collateral (whether received upon any sale or other distribution of Collateral or Third Party Collateral by Lender or otherwise), against the principal and/or interest of any Loans made hereunder and/or any other LiabilitiesObligations, whether or not then due, in such order of application as the Lender may determine, unless such payments or proceeds are, in the Lender's sole and absolute discretion, released to Borrower; provided, however, that so long as no Event of Default exists, any such amounts received by Lender shall be applied as follows: first, to payment of amounts then due with respect to fees (including Attorneys' Fees), charges and expenses for which Borrower is liable pursuant to this Agreement and the Related Agreements; second, to payment of amounts then due with respect to interest on the Loans; third, to payment of amounts then due with respect to principal of the Loans; fourth, to prepayment of the Revolving Loans; fifth, to prepayment of the Term Loan; provided, further, that no Borrowers. No checks, drafts or other instruments received by Lender the Lender, or any Affiliate, shall constitute final payment to the Lender unless and until such item of payment has actually been collected. All items or amounts which are delivered to the Lender by or on behalf of Borrower the Borrowers or any Obligor or any Account Debtor on account of partial or full payment or otherwise as proceeds of any of the Collateral or Third Party Collateral (including any items or amounts which may have been deposited to the Assignee Deposit Collateral Account) may from time to time time, in the Lender's sole and absolute discretion discretion, be released to Borrower the Borrowers or may be applied by the Lender towards payment such of the LiabilitiesObligations, whether or not then due due, in such order of application as provided in the preceding sentenceLender may determine. Notwithstanding anything to the contrary herein, (i) solely for purposes of determining the occurrence of an Event of Default hereunder, all cash, checks, instruments and other items of payment, for purposes of determining (x) the occurrence of an Event of Default and (y) whether, under Sections 2.1, there is availability for Loans shall be deemed received upon actual receipt by Lender, the Lender unless the same is subsequently dishonored for any reason whatsoever, (ii) solely for purposes of determining whether, under Sections 2.1 and 2.2, there is Loan Availability, all cash, checks, instruments and other items of payment shall be applied against the Obligations no later than the first Business Day following receipt thereof by the Lender in Minneapolis, Minnesota or the first Business Day following the initiation by the Lender of an ACH transaction from the Collateral Account, and (iiiii) solely for purposes of interest calculation hereunder, all cash, checks, instruments and other items of payment shall be deemed to have been applied against the Liabilities on Obligations no later than the first second Business Day after following receipt thereof by the Lender in Minneapolis, Minnesota or the second Business Day following the initiation by the Lender of available funds with respect theretoan ACH transaction from the Collateral Account. (c) Borrower The Borrowers hereby authorizes irrevocably authorize the Lender to, and the Lender may, in its sole and absolute discretion, charge to Borrower at any time when due and from time to time, pay all or any portion of any of the Liabilities (and Obligations including, without limitation, interest, if any, thereon), including but not limited to any Attorneys' Fees and other fees, costs and expenses of the Lender for which Borrower or any other Obligor is the Borrowers are liable pursuant to the terms of this Agreement or any Related Agreementthe Loan Documents, by charging Borrower's Demand Deposit Account the Disbursement Account(s) or any other bank account of Borrower the Borrowers or any of them maintained with LenderLender or any Affiliate or by advancing the amount thereof to the Borrowers as a Loan and applying the proceeds of such Loan against such Obligations; provided, however, that the provisions of this Section 2.09(c2.10(c) shall not affect Borrower's obligation the Borrowers' obligations to pay when due all amounts payable by Borrower or the Borrowers under any other obligor under this Agreement, any Note or any Related Agreement, of the Loan Documents whether or not there are sufficient funds therefor in the Demand Deposit Account Disbursement Account(s) or any such other bank account of Borrowerthe Borrowers or any of them with Lender or any other Affiliate, or sufficient Loan Availability.

Making of Payments; Application of Collections; Charging of Accounts. (a) All payments hereunder (including payment of Letter of Credit Obligations and payments with respect to any Note) shall be made without set-off or counterclaim and shall be made to Lender in immediately available funds (except as Lender may otherwise consent) prior to 12:30 p.m., Chicago time, on the date due at its office at 231 South LaSalle StreetXxxxx XxXxxxx Xxxxxx, ChicagoXxxxxxx, Illinois 60697Xxxxxxxx 00000, or xx at such other xxxxx xx xxx xx xxxxxxxxxx xx Xxxxxx xx Xxxxxxxx place as may be designated by Lender to Borrower in writing. Any payments received after such time shall be deemed received on the next Business Banking Day. Whenever any payment to be made hereunder or under any Note or Related Agreement shall be stated to be due on a date other than a Business Banking Day, such payment may be made on the next succeeding Business Banking Day, and such extension of time shall be included in the calculation of interest and any fees. (b) Borrower authorizes Lender, and on each Business Day Lender will, subject to the provisions of this paragraph PARAGRAPH (b), apply the whole or any part of any amounts received by Lender (whether deposited in the Assignee Deposit Account of Borrower or otherwise received by Lender) from the collection of items of payment and from proceeds of any Collateral or Third Party Collateral (whether received upon any sale or other distribution of Collateral or Third Party Collateral by Lender or otherwiseincluding without limitation payments under Rental Agreements), against the principal and/or interest of any Loans made hereunder and/or any other Liabilities, whether or not then due, in such order of application as Lender may determine, unless such payments or proceeds are, in Lender's sole and absolute discretion, released to Borrower; providedPROVIDED, howeverHOWEVER, that so long as no prior to the occurrence of an Event of Default existsDefault, any such amounts received by Lender shall be applied as follows: firstFIRST, to payment of amounts then due with respect to fees (including Attorneys' Fees), charges and expenses for which Borrower is liable pursuant to this Agreement and the Related Agreements; secondSECOND, to payment of amounts then due with respect to interest on the Loans; thirdTHIRD, to payment of amounts then due with respect to principal of the Loans; fourthand FOURTH, to prepayment repayment of the Revolving Loansother Liabilities; fifthPROVIDED, to prepayment of the Term Loan; provided, furtherFURTHER, that no checks, drafts or other instruments received by Lender shall constitute final payment to Lender unless and until such item of payment has actually been collected. All items or amounts which are delivered to Lender by or on behalf of Borrower or any Obligor or any Account Debtor on account of partial or full payment or otherwise as proceeds of any of the Collateral or Third Party Collateral (including any items or amounts which may have been deposited to the Assignee Deposit Account) may from time to time in Lender's sole and absolute discretion be released to Borrower or may be applied by Lender towards payment of the Liabilities, whether or not then due as provided in the preceding sentence. Notwithstanding anything to the contrary herein, (i) all cash, checks, instruments and other items of payment, solely for purposes of determining (x) the occurrence of an Event of Default and (y) whetherDefault, under Sections 2.1, there is availability for Loans shall be deemed received upon actual receipt by LenderLender in its account at 231 Xxxxx XxXxxxx Xxxxxx, unless Xxxxxxx, Xxxxxxxx, xxless the same is subsequently dishonored for any reason whatsoever, and (ii) for purposes of determining whether, under SECTIONS 2.1 and 2.2, there is availability for Loans or Letters of Credit, all cash, checks, instruments and other items of payment shall be applied against the Liabilities on the first Banking Day after receipt thereof by Lender in its account at 231 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx xxx (iii) solely for purposes of interest calculation hereunder, all cash, checks, instruments and other items of payment shall be deemed to have been applied against the Liabilities on the first Business Day after receipt by Lender of available funds with respect theretothereto in its account at 231 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx. (c) Borrower hereby authorizes Lender toLender, and Lender may, in its sole and absolute discretion, upon notice to Borrower charge to Borrower at any time when due all or any portion of any of the Liabilities (and interest, if any, thereon), ) including but not limited to any Attorneys' Fees and other costs and expenses of Lender for which Borrower or any other Obligor is liable pursuant to the terms of this Agreement or any Related Agreement, by charging Borrower's Demand Deposit Account or any other bank account of Borrower with Lender; providedPROVIDED, howeverHOWEVER that Lender shall not be required to provide notice to Borrower if Lender charges interest and the fees set forth in SECTION 2.4 to Borrower, that and the provisions of this Section 2.09(cSECTION 2.10(c) shall not affect Borrower's obligation to pay when due all amounts payable by Borrower or any other obligor under this Agreement, any Note or any Related Agreement, whether or not there are sufficient funds therefor in the Demand Deposit Account or any such other bank account of Borrower.

Making of Payments; Application of Collections; Charging of Accounts. (a) All payments hereunder shall be made without set-off or counterclaim and shall be made to Lender in immediately available funds (except as Lender may otherwise consent) prior to 12:30 p.m., Chicago time, on the date due at its office at 231 South LaSalle Street, Chicago, Illinois 60697, or at such other sucx xxxxx xxxxx xx xxx xx xxxxxxxxxx xx Xxxxxx xx Xxxxxxxx Xorrower in writing. Any payments received after such time shall be deemed received on the next Business Day. Whenever any payment to be made hereunder or under any Note or Related Agreement shall be stated to be due on a date other than a Business Day, such payment may be made on the next succeeding Business Day, and such extension of time shall be included in the calculation of interest and any fees. (b) Borrower authorizes Lender, and on each Business Day Lender will, subject to the provisions of this paragraph (b), apply any amounts received by Lender (whether deposited in the Assignee Deposit Account of Borrower or otherwise received by Lender) from the collection of items of payment and from proceeds of any Collateral or Third Party Collateral (whether received upon any sale or other distribution of Collateral or Third Party Collateral by Lender or otherwise), against the principal and/or interest of any Loans made hereunder and/or any other Liabilities, whether or not then due, in such order of application as Lender may determine, unless such payments or proceeds are, in Lender's sole and absolute discretion, released to Borrower; provided, however, that so long as no Event of Default exists, any such amounts received by Lender shall be applied as follows: first, to payment of amounts then due with respect to fees (including Attorneys' Fees), charges and expenses for which Borrower is liable pursuant to this Agreement and the Related Agreements; second, to payment of amounts then due with respect to interest on the Loans; third, to payment of amounts then due with respect to principal of the Loans; fourth, to prepayment of the Revolving Loans; fifth, to prepayment of the Term LoanSupplemental Revolving Loans; and sixth, to prepayment of the Additional Revolving Loans; provided, further, that no checks, drafts or other instruments received by Lender shall constitute final payment to Lender unless and until such item of payment has actually been collected. All items or amounts which are delivered to Lender by or on behalf of Borrower or any Obligor or any Account Debtor on account of partial or full payment or otherwise as proceeds of any of the Collateral or Third Party Collateral (including any items or amounts which may have been deposited to the Assignee Deposit Account) may from time to time in Lender's sole and absolute discretion be released to Borrower or may be applied by Lender towards payment discretpayment of the Liabilities, whether or not then due as provided in the preceding sentence. Notwithstanding anything to the contrary herein, (i) all cash, checks, instruments and other items of payment, for purposes of determining (x) the occurrence of an Event of Default and (y) whether, under Sections 2.12.1 and 2.2, there is availability for Loans or Letters of Credit, shall be deemed received upon actual receipt by Lender, unless the same is subsequently dishonored for any reason whatsoever, and (ii) solely for purposes of interest calculation hereunder, all cash, checks, instruments and other items of payment shall be deemed to have been applied against the Liabilities on the first Business Day after receipt by Lender of available funds with respect thereto. (c) Borrower hereby authorizes Lender to, and Lender may, in its sole and absolute discretion, charge to Borrower at any time when due all or any portion of any of the Liabilities (and interest, if any, thereon), including but not limited to any Attorneys' Fees and other costs and expenses of Lender for which Borrower or any other Obligor is liable pursuant to the terms of this Agreement or any Related Agreement, by charging Borrower's Demand Deposit Account or any other bank account of Borrower with Lender; provided, however, that the provisions of this Section 2.09(c2.11(c) shall not affect Borrower's obligation to pay when due all amounts payable by Borrower or any other obligor under this Agreement, any Note or any Related Agreement, whether or not there are sufficient funds therefor in the Demand Deposit Account or any such other bank account of Borrower.

Making of Payments; Application of Collections; Charging of Accounts. (a) All payments hereunder shall be made without set-off or counterclaim and shall be made to Lender in immediately available funds (except as Lender may otherwise consent) prior to 12:30 p.m., Chicago time, on the date due at its office at 231 South LaSalle Street000 Xxxxx XxXxxxx Xxxxxx, ChicagoXxxxxxx, Illinois 60697Xxxxxxxx 00000, or at such other xxxxx xx xxx xx xxxxxxxxxx xx Xxxxxx xx Xxxxxxxx place as may be designated by Lender to Borrower in writing. Any payments received after such time shall be deemed received on the next Business Banking Day. Whenever any payment to be made hereunder or under any Note or Related Agreement shall be stated to be due on a date other than a Business Banking Day, such payment may shall be made due on the next succeeding Business Banking Day, and such extension of time shall be included in the calculation of interest and any fees. (b) Borrower authorizes LenderLender to, and on each Business Day Lender will, subject to the provisions of this paragraph (b), apply the whole or any part of any amounts received by Lender (whether deposited in the Assignee Deposit Account of Borrower or otherwise received by Lender) from the collection of items of payment and from proceeds of any Collateral or Third Party Collateral (whether received upon any sale or other distribution of Collateral or Third Party Collateral by Lender or otherwise), against the principal of and/or interest of on any Loans made hereunder and/or any other Liabilities, whether or not then due, in such order of application as Lender may determine, unless such payments or proceeds are, in Lender's sole and absolute discretion, released to Borrower; provided, however, that so long as no Event of Default existsexists and is continuing, any such amounts received by Lender shall be applied as follows: first, to payment of amounts then due with respect to fees (including Attorneys' Fees), charges and expenses for which Borrower or any other Obligor is liable pursuant to this Agreement and the Related Agreements; second, to payment of amounts then due with respect to interest on the Loans; third, to payment of amounts then due with respect to principal of the Loans; fourth, to prepayment of the Revolving LoansTerm Loan; and fifth, to prepayment the payment of the Term LoanGuaranteed Obligations then due and owing; and provided, further, that no checks, drafts or other instruments received by Lender shall constitute final payment to Lender unless and until such item of payment has actually been collected. All items or amounts which are delivered to Lender by or on behalf of Borrower or any Obligor or any Account Debtor on account of partial or full payment or otherwise as proceeds of any of the Collateral or Third Party Collateral (including any items or amounts which may have been deposited to the Assignee Deposit Account) may from time to time in Lender's sole and absolute discretion be released to Borrower or may be applied by Lender towards payment of the Liabilities, whether or not then due as provided due, in accordance with the preceding sentence. Notwithstanding anything to the contrary herein, (i) solely for purposes of determining the occurrence of an Event of Default, all cash, checks, instruments and other items of payment, for purposes of determining (x) the occurrence of an Event of Default and (y) whether, under Sections 2.1, there is availability for Loans payment shall be deemed received upon actual receipt by Lender, unless the same is subsequently dishonored for any reason whatsoever, whatsoever and (ii) solely for purposes of interest calculation hereunder, all cash, checks, instruments and other items of payment shall be deemed to have been applied against the Liabilities on the first Business second Banking Day after receipt by Lender of available funds with respect thereto. (c) Borrower hereby authorizes Lender to, and Lender may, in its sole and absolute discretion, charge to Borrower at any time when due all or any portion of any of the Liabilities (and interest, if any, thereon), including but not limited to any Attorneys' Fees and other costs and expenses of Lender for which Borrower or any other Obligor is liable pursuant to the terms of this Agreement or any Related Agreement, by charging Borrower's Demand Deposit Account or any other bank account of Borrower with Lender; provided, however, that the provisions of this Section 2.09(c2.6(c) shall not affect Borrower's the obligation of Borrower or any other Obligor to pay when due all amounts payable by Borrower or any other obligor such Person under this Agreement, any Note or any Related Agreement, whether or not there are sufficient funds therefor in the Demand Deposit Account or any such other bank account of Borrower. So long as no Event of Default or Default exists, Lender shall use reasonable efforts to give Borrower prompt notice of Liabilities paid by charging such Demand Deposit Account or other account (but failure to give such notice shall not impose any liability on Lender or relieve Borrower of any of its obligations).

Making of Payments; Application of Collections; Charging of Accounts. (a) All payments hereunder shall be made without set-off or counterclaim and shall be made to Lender in immediately available funds (except as Lender may otherwise consent) prior to 12:30 p.m., Chicago time, on the date due at its office at 231 South LaSalle Street, Chicago, Illinois 60697, or at such other ax xxxx xxxxx xxxxx xx xxx xx xxxxxxxxxx xx Xxxxxx xx Xxxxxxxx Borrower in writing. Any payments received after such time shall be deemed received on the next Business Banking Day. Whenever any payment to be made hereunder or under any Note or Related Agreement shall be stated to be due on a date other than a Business Banking Day, such payment may shall be made due on the next succeeding Business Banking Day, and such extension of time shall be included in the calculation of interest and any fees. (b) Borrower authorizes LenderLender to, and on each Business Day Lender will, subject to the provisions of this paragraph (b), apply the whole or any part of any amounts received by Lender (whether deposited in the Assignee Deposit Account of Borrower or otherwise received by Lender) from the collection of items of payment and from proceeds of any Collateral or Third Party Collateral (whether received upon any sale or other distribution of Collateral or Third Party Collateral by Lender or otherwise), against the principal of and/or interest of on any Loans made hereunder and/or any other Liabilities, whether or not then due, in such order of application as Lender may determine, unless such payments or proceeds are, in Lender's sole and absolute discretion, released to Borrower; provided, however, that so long as no Event of Default existsexists and is continuing, any such amounts received by Lender shall be applied as follows: first, to payment of amounts then due with respect to fees (including Attorneys' Fees), charges and expenses for which Borrower or any other Obligor is liable pursuant to this Agreement and the Related Agreements; second, to payment of amounts then due with respect to interest on the Loans; third, to payment of amounts then due with respect to principal of the Loans; fourth, to prepayment repayment of the Revolving Loans; and fifth, to prepayment payment of the Term LoanGuaranteed Obligations then due and owing; and provided, further, that no checks, drafts or other instruments received by Lender shall constitute final payment to Lender unless and until such item of payment has actually been collected. All items or amounts which are delivered to Lender by or on behalf of Borrower or any Obligor or any Account Debtor on account of partial or full payment or otherwise as proceeds of any of the Collateral or Third Party Collateral (including any items or amounts which may have been deposited to the Assignee Deposit Account) may from time to time in Lender's sole and absolute discretion be released to Borrower or may be applied by Lender towards payment of the Liabilities, whether or not then due as provided due, in accordance with the preceding sentence. Notwithstanding anything to the contrary herein, (i) solely for purposes of determining the occurrence of an Event of Default, all cash, checks, instruments and other items of payment, for purposes of determining (x) the occurrence of an Event of Default and (y) whether, under Sections 2.1, there is availability for Loans payment shall be deemed received upon actual receipt by Lender, unless the same is subsequently dishonored for any reason whatsoever, (ii) for purposes of determining whether, under Section 2.1, there is availability for Loans, all cash, checks, instruments and other items of payment shall be applied against the Liabilities on the first Banking Day after receipt thereof by Lender and (iiiii) solely for purposes of interest calculation hereunder, all cash, checks, instruments and other items of payment shall be deemed to have been applied against the Liabilities on the first Business second Banking Day after receipt by Lender of available funds with respect thereto. (c) Borrower hereby authorizes Lender to, and Lender may, in its sole and absolute discretion, charge to Borrower at any time when due all or any portion of any of the Liabilities (and interest, if any, thereon), including but not limited to any Attorneys' Fees and other costs and expenses of Lender for which Borrower or any other Obligor is liable pursuant to the terms of this Agreement or any Related Agreement, by charging Borrower's Demand Deposit Account or any other bank account of Borrower with Lender; provided, however, that the provisions of this Section 2.09(c2.9(c) shall not affect Borrower's the obligation of Borrower or any other Obligor to pay when due all amounts payable by Borrower or any other obligor such Person under this Agreement, any Note or any Related Agreement, whether or not there are sufficient funds therefor in the Demand Deposit Account or any such other bank account of Borrower. So long as no Event of Default or Default exists, Lender shall use reasonable efforts to give Borrower prompt notice of Liabilities paid by charging such Demand Deposit Account or other account (but failure to give such notice shall not impose any liability on Lender or relieve Borrower of any of its obligations).

Making of Payments; Application of Collections; Charging of Accounts. (a) All payments hereunder (including payments with respect to any Notes) shall be made without set-off or counterclaim and shall be made to the Lender in immediately available funds (except or as the Lender may otherwise consent) prior to 12:30 p.m.11:00 a.m., Chicago Minneapolis time, on the date due at its office at 231 South LaSalle StreetU.S. Bank Place, Chicago000 Xxxxxx Xxxxxx Xxxxx, Illinois 60697Xxxxxxxxxxx, Xxxxxxxxx 00000-0000, or at such other xxxxx xx xxx xx xxxxxxxxxx xx Xxxxxx xx Xxxxxxxx place as may be designated by the Lender to the Borrower in writingwriting from time to time. Any payments received after such time shall be deemed received on the next Business Day. Whenever any payment to be made hereunder or under any Note or Related Agreement shall be stated to be due on a date other than a Business Day, Day such payment may be made on the next succeeding Business Day, Day and such extension of time shall be included in the calculation computation of payment of interest and or any fees. (b) The Borrower authorizes Lenderthe Lender to, and on each Business Day the Lender will, subject to the provisions of this paragraph (bSECTION 2.10(b), apply the whole or any part of any amounts received by Lender the Lender, or any Affiliate (whether deposited in the Assignee Deposit Collateral Account of Borrower or otherwise received by Lenderthe Lender or any Affiliate) from the collection of items of payment and from proceeds of any Collateral or Third Party Collateral (whether received upon any sale or other distribution of Collateral or Third Party Collateral by Lender or otherwise), against the principal and/or interest of any Loans made hereunder and/or any other LiabilitiesObligations, whether or not then due, in such order of application as the Lender may determine, unless such payments or proceeds are, in the Lender's sole and absolute discretion, released to the Borrower; provided, however, that so long as no Event of Default exists, any such amounts received by Lender shall be applied as follows: first, to payment of amounts then due with respect to fees (including Attorneys' Fees), charges and expenses for which Borrower is liable pursuant to this Agreement and the Related Agreements; second, to payment of amounts then due with respect to interest on the Loans; third, to payment of amounts then due with respect to principal of the Loans; fourth, to prepayment of the Revolving Loans; fifth, to prepayment of the Term Loan; provided, further, that no . No checks, drafts or other instruments received by Lender the Lender, or any Affiliate, shall constitute final payment to the Lender unless and until such item of payment has actually been collected. All items or amounts which are delivered to the Lender by or on behalf of the Borrower or any Obligor or any Account Debtor on account of partial or full payment or otherwise as proceeds of any of the Collateral or Third Party Collateral (including any items or amounts which may have been deposited to the Assignee Deposit Collateral Account) may from time to time time, in the Lender's sole and absolute discretion discretion, be released to the Borrower or may be applied by the Lender towards payment such of the LiabilitiesObligations, whether or not then due due, in such order of application as provided in the preceding sentenceLender may determine. Notwithstanding anything to the contrary herein, (i) all cash, checks, instruments and other items of payment, solely for purposes of determining (x) the occurrence of an Event of Default and (y) whetherhereunder, under Sections 2.1, there is availability for Loans shall be deemed received upon actual receipt by Lender, the Lender unless the same is subsequently dishonored for any reason whatsoever, (ii) solely for purposes of determining whether, under SECTIONS 2.1 and 2.2, there is Loan Availability, all cash, checks, instruments and other items of payment shall be applied against the Obligations no later than the first Business Day following receipt thereof by the Lender in Minneapolis, Minnesota or the same Business Day on which the Lender initiates an ACH transaction from the Collateral Account, and (iiiii) solely for purposes of interest calculation hereunder, all cash, checks, instruments and other items of payment shall be deemed to have been applied against the Liabilities on Obligations no later than the first Business Day after following receipt thereof by the Lender of available funds with respect theretoin Minneapolis, Minnesota or the same Business Day on which the Lender initiates an ACH transaction from the Collateral Account. (c) The Borrower hereby irrevocably authorizes the Lender to, and the Lender may, in its sole and absolute discretion, charge to Borrower at any time when due and from time to time, pay all or any portion of any of the Liabilities (and Obligations including, without limitation, interest, if any, thereon), including but not limited to any Attorneys' Fees and other fees, costs and expenses of the Lender for which the Borrower or any other Obligor is liable pursuant to the terms of this Agreement or any Related Agreementthe Loan Documents, by charging Borrower's Demand Deposit the Disbursement Account or any other bank account of the Borrower maintained with LenderLender or by advancing the amount thereof to the Borrower as a Loan and applying the proceeds of such Loan against such Obligations; providedPROVIDED, howeverHOWEVER, that the provisions of this Section 2.09(cSECTION 2.10(c) shall not affect the Borrower's obligation to pay when due all amounts payable by the Borrower or under any other obligor under this Agreement, any Note or any Related Agreement, of the Loan Documents whether or not there are sufficient funds therefor in the Demand Deposit Disbursement Account or any such other bank account of Borrowerthe Borrower with Lender, or sufficient Loan Availability.

Making of Payments; Application of Collections; Charging of Accounts. (a) All payments hereunder shall be made without set-off or counterclaim and shall be made to Lender in immediately available funds (except as Lender may otherwise consent) prior to 12:30 p.m., Chicago time, on the date due at its office at 231 South LaSalle Street, Chicago, Illinois 60697, or at such other suxx xxxxx xxxxx xx xxx xx xxxxxxxxxx xx Xxxxxx xx Xxxxxxxx Borrower in writing. Any payments received after such time shall be deemed received on the next Business Banking Day. Whenever any payment to be made hereunder or under any Note or Related Agreement shall be stated to be due on a date other than a Business Banking Day, such payment may shall be made due on the next succeeding Business Banking Day, and such extension of time shall be included in the calculation of interest and any fees. (b) Borrower authorizes LenderLender to, and on each Business Day Lender will, subject to the provisions of this paragraph (b), apply the whole or any part of any amounts received by Lender (whether deposited in the Assignee Deposit Account of Borrower or otherwise received by Lender) from the collection of items of payment and from proceeds of any Collateral or Third Party Collateral (whether received upon any sale or other distribution of Collateral or Third Party Collateral by Lender or otherwise), against the principal of and/or interest of on any Loans made hereunder and/or any other Liabilities, whether or not then due, in such order of application as Lender may determine, unless such payments or proceeds are, in Lender's sole and absolute discretion, released to Borrower; provided, however, that so long as no Event of Default existsexists and is continuing, any such amounts received by Lender shall be applied as follows: first, to payment of amounts then due with respect to fees (including Attorneys' Fees), charges and expenses for which Borrower or any other Obligor is liable pursuant to this Agreement and the Related Agreements; second, to payment of amounts then due with respect to interest on the Loans; third, to payment of amounts then due with respect to principal of the Loans; fourth, to prepayment repayment of the Revolving Loans; and fifth, to prepayment payment of the Term LoanGuaranteed Obligations then due and owing; and provided, further, that no checks, drafts or other instruments received by Lender shall constitute final payment to Lender unless and until such item of payment has actually been collected. All items or amounts which are delivered to Lender by or on behalf of Borrower or any Obligor or any Account Debtor on account of partial or full payment or otherwise as proceeds of any of the Collateral or Third Party Collateral (including any items or amounts which may have been deposited to the Assignee Deposit Account) may from time to time in Lender's sole and absolute discretion be released to Borrower or may be applied by Lender towards payment of the Liabilities, whether or not then due as provided due, in accordance with the preceding sentence. Notwithstanding anything to the contrary herein, (i) solely for purposes of determining the occurrence of an Event of Default, all cash, checks, instruments and other items of payment, for purposes of determining (x) the occurrence of an Event of Default and (y) whether, under Sections 2.1, there is availability for Loans payment shall be deemed received upon actual receipt by Lender, unless the same is subsequently dishonored for any reason whatsoever, (ii) for purposes of determining whether, under Section 2.1, there is availability for Loans, all cash, checks, instruments and other items of payment shall be applied against the Liabilities on the first Banking Day after receipt thereof by Lender and (iiiii) solely for purposes of interest calculation hereunder, all cash, checks, instruments and other items of payment shall be deemed to have been applied against the Liabilities on the first Business second Banking Day after receipt by Lender of available funds with respect thereto. (c) Borrower hereby authorizes Lender to, and Lender may, in its sole and absolute discretion, charge to Borrower at any time when due all or any portion of any of the Liabilities (and interest, if any, thereon), including but not limited to any Attorneys' Fees and other costs and expenses of Lender for which Borrower or any other Obligor is liable pursuant to the terms of this Agreement or any Related Agreement, by charging Borrower's Demand Deposit Account or any other bank account of Borrower with Lender; provided, however, that the provisions of this Section 2.09(c2.9(c) shall not affect Borrower's the obligation of Borrower or any other Obligor to pay when due all amounts payable by Borrower or any other obligor such Person under this Agreement, any Note or any Related Agreement, whether or not there are sufficient funds therefor in the Demand Deposit Account or any such other bank account of Borrower. So long as no Event of Default or Default exists, Lender shall use reasonable efforts to give Borrower prompt notice of Liabilities paid by charging such Demand Deposit Account or other account (but failure to give such notice shall not impose any liability on Lender or relieve Borrower of any of its obligations).

Making of Payments; Application of Collections; Charging of Accounts. (a) All payments hereunder (including payments with respect to any Note) shall be made without set-off or counterclaim and shall be made to the Lender in immediately available funds (except or as the Lender may otherwise consent) prior to 12:30 2:00 p.m., Chicago Minneapolis time, on the date due at its office at 231 South LaSalle StreetU.S. Bank Place, Chicago000 Xxxxxx Xxxxxx Xxxxx, Illinois 60697Xxxxxxxxxxx, XX 00000-0000, or at such other xxxxx xx xxx xx xxxxxxxxxx xx Xxxxxx xx Xxxxxxxx place as may be designated by Lender to the Borrower in writingwriting from time to time. Any Unless Lender shall otherwise consent, all loan payments received after such time shall be deemed received made by the Borrower through the Collateral Account (as that term is defined in the Security Agreement). Amounts on deposit in the next Collateral Account at the end of each Business Day. Whenever any payment Day will be applied to be made hereunder or under any Note or Related Agreement shall be stated to be due on a date the Loans and the other than a Business Day, such payment may be made Obligations by the Lender on the next succeeding Business DayDay in such order as the Lender, in its sole discretion, shall determine. Borrower acknowledges that deposits made and other items credited to the Collateral Account are subject to applicable laws and regulations governing availability of funds and to Lender's funds availability requirements, and such extension of time shall may not be included in immediately available for application to the calculation of interest and any feesLoans or the other Obligations. (b) The Borrower authorizes Lenderthe Lender to, and on each Business Day the Lender will, subject to the provisions of this paragraph (bSection 5.11(b), apply the whole or any part of any amounts received by the Lender (whether deposited in the Assignee Deposit Collateral Account of Borrower or otherwise received by the Lender) from the collection of items of payment and from proceeds of any Collateral or Third Party Collateral (whether received upon any sale or other distribution of Collateral or Third Party Collateral by Lender or otherwise), against the principal and/or interest of any Loans made hereunder and/or any other LiabilitiesObligations, whether or not then due, in such order of application as the Lender may determine, unless such payments or proceeds are, in the Lender's sole and absolute discretion, released to the Borrower; provided, however, that so long as no Event of Default exists, any such amounts received by Lender shall be applied as follows: first, to payment of amounts then due with respect to fees (including Attorneys' Fees), charges and expenses for which Borrower is liable pursuant to this Agreement and the Related Agreements; second, to payment of amounts then due with respect to interest on the Loans; third, to payment of amounts then due with respect to principal of the Loans; fourth, to prepayment of the Revolving Loans; fifth, to prepayment of the Term Loan; provided, further, that no . No checks, drafts or other instruments received by the Lender shall constitute final payment to the Lender unless and until such item of payment has actually been collected. All items or amounts which are delivered to the Lender by or on behalf of any Borrower or any Obligor obligor or any Account Debtor account debtor on account of partial or full payment or otherwise as proceeds of any of the Collateral or Third Party Collateral (including any items or amounts which may have been deposited to the Assignee Deposit Collateral Account) may from time to time time, in the Lender's sole and absolute discretion discretion, be released to the Borrower or may be applied by the Lender towards payment such of the LiabilitiesObligations, whether or not then due due, in such order of application as provided in the preceding sentenceLender may determine. Notwithstanding anything to the contrary herein, (i) solely for purposes of determining the occurrence of an Event of Default hereunder, all cash, checks, instruments and other items of payment, for purposes of determining (x) the occurrence of an Event of Default and (y) whether, under Sections 2.1, there is availability for Loans payment shall be deemed received upon actual receipt by Lender, the Lender unless the same is subsequently dishonored for any reason whatsoever, (ii) solely for purposes of determining whether there is Revolving Credit Availability, all cash, checks, instruments and other items of payment shall be applied against the Obligations no later than the first Business Day following receipt thereof by the Lender in Minneapolis, Minnesota or the first Business Day following the initiation by the Lender of an ACH transaction from the Collateral Account, and (iiiii) solely for purposes of interest calculation hereunder, all cash, checks, instruments and other items of payment shall be deemed to have been applied against the Liabilities on Obligations no later than the first second Business Day after following receipt thereof by the Lender in Minneapolis, Minnesota or the second Business Day following the initiation by the Lender of available funds with respect theretoan ACH transaction from the Collateral Account. (c) The Borrower hereby authorizes irrevocably authorize the Lender to, and the Lender may, in its sole and absolute discretion, charge to Borrower at any time when due and from time to time, pay all or any portion of any of the Liabilities (and Obligations including, without limitation, interest, if any, thereon), including but not limited to any Attorneysattorneys' Fees fees and other fees, costs and expenses of the Lender for which any Borrower or any other Obligor is liable pursuant to the terms of this Agreement or any Related Agreementthe Loan Documents, by charging Borrower's Demand Deposit Account or any other bank account of any Borrower maintained with LenderLender or by advancing the amount thereof to the Borrower as an Advance and applying the proceeds of such Loan against such Obligations; provided, however, that the provisions of this Section 2.09(c5.11(c) shall not affect Borrower's the Borrowers' obligation to pay when due all amounts payable by any Borrower or under any other obligor under this Agreement, any Note or any Related Agreement, of the Loan Documents whether or not there are sufficient funds therefor in the Demand Deposit Account or any such other bank account of any Borrower with Lender, or sufficient Revolving Credit Availability. (d) Subject to the rights granted to the Lender in paragraph 5 of the Security Agreements, all ledger sheets or cards, invoices, shipping records, correspondence, and other writings relating to accounts shall, until delivered to the Lender or removed by the Lender from the Borrower's premises, be kept on the Borrower's premises without cost to the Lender in appropriate containers in safe places. (e) Upon the Lender's demand for payment, the Lender may remove from the Borrower's premises all books and records, correspondence, documents and files relating to accounts; and the Lender may without cost or expense to the Lender use such of the Borrower's personnel, supplies, space and equipment at the Borrower's place of business as the Lender may desire for the handling of collections. The Borrower will pay any and all out of pocket expenses and cost of collection (including reasonable attorney fees) incurred by the Lender in the Lender's handling of or effort to enforce collections. (f) The Borrower warrants that, except as may be disclosed in the lists of Accounts furnished to the Lender: each customer billing statement correctly states the subject matter and terms of sale; the merchandise conforms thereto and is in all respects acceptable to the customer; the date of the billing statement is not prior to the date of shipment; the Account is not subject to any dispute, defense, offset or counterclaim; the account debtor is not a subsidiary or affiliated company; and the Borrower has no reason to believe the Account will not be paid in the regular course of business. The Borrower will notify the Lender promptly of any event, circumstance or communication with respect to any Account that is inconsistent with the foregoing representation.

Making of Payments; Application of Collections; Charging of Accounts. (a) All payments hereunder shall be made without set-off or counterclaim and shall be made to Lender in immediately available funds (except as Lender may otherwise consent) prior to 12:30 p.m., Chicago time, on the date due at its office at 231 South LaSalle Street000 Xxxxx XxXxxxx Xxxxxx, ChicagoXxxxxxx, Illinois 60697Xxxxxxxx 00000, or at such other xxxxx xx xxx xx xxxxxxxxxx xx Xxxxxx xx Xxxxxxxx place as may be designated by Lender to Borrower in writing. Any payments received after such time shall be deemed received on the next Business Banking Day. Whenever any payment to be made hereunder or under any Note or Related Agreement shall be stated to be due on a date other than a Business Banking Day, such payment may shall be made due on the next succeeding Business Banking Day, and such extension of time shall be included in the calculation of interest and any fees. (b) Borrower authorizes LenderLender to, and on each Business Day Lender will, subject to the provisions of this paragraph (b), apply the whole or any part of any amounts received by Lender (whether deposited in the Assignee Deposit Account of Borrower or otherwise received by Lender) from the collection of items of payment and from proceeds of any Collateral or Third Party Collateral (whether received upon any sale or other distribution of Collateral or Third Party Collateral by Lender or otherwise), against the principal of and/or interest of on any Loans made hereunder and/or any other Liabilities, whether or not then due, in such order of application as Lender may determine, unless such payments or proceeds are, in Lender's sole and absolute discretion, released to Borrower; provided, however, that so long as no Event of Default existsexists and is continuing, any such amounts received by Lender shall be applied as follows: first, to payment of amounts then due with respect to fees (including Attorneys' Fees), charges and expenses for which Borrower or any other Obligor is liable pursuant to this Agreement and the Related Agreements; second, to payment of amounts then due with respect to interest on the Loans; third, to payment of amounts then due with respect to principal of the Loans; fourth, to prepayment of the Revolving Loans; fifth, to prepayment of the Term Loan; provided, further, that no checks, drafts or other instruments received by Lender shall constitute final payment to Lender unless and until such item of payment has actually been collected. All items or amounts which are delivered to Lender by or on behalf of Borrower or any Obligor or any Account Debtor on account of partial or full payment or otherwise as proceeds of any of the Collateral or Third Party Collateral (including any items or amounts which may have been deposited to the Assignee Deposit Account) may from time to time in Lender's sole and absolute discretion be released to Borrower or may be applied by Lender towards payment of the Liabilities, whether or not then due as provided in the preceding sentence. Notwithstanding anything to the contrary herein, (i) all cash, checks, instruments and other items of payment, for purposes of determining (x) the occurrence of an Event of Default and (y) whether, under Sections 2.1, there is availability for Loans shall be deemed received upon actual receipt by Lender, unless the same is subsequently dishonored for any reason whatsoever, and (ii) solely for purposes of interest calculation hereunder, all cash, checks, instruments and other items of payment shall be deemed to have been applied against the Liabilities on the first Business Day after receipt by Lender of available funds with respect thereto. (c) Borrower hereby authorizes Lender to, and Lender may, in its sole and absolute discretion, charge to Borrower at any time when due all or any portion of any of the Liabilities (and interest, if any, thereon), including but not limited to any Attorneys' Fees and other costs and expenses of Lender for which Borrower or any other Obligor is liable pursuant to the terms of this Agreement or any Related Agreement, by charging Borrower's Demand Deposit Account or any other bank account of Borrower with Lender; provided, however, that the provisions of this Section 2.09(c) shall not affect Borrower's obligation to pay when due all amounts payable by Borrower or any other obligor under this Agreement, any Note or any Related Agreement, whether or not there are sufficient funds therefor in the Demand Deposit Account or any such other bank account of Borrower.

Making of Payments; Application of Collections; Charging of Accounts. (a) All payments hereunder (including payments with respect to any Notes) shall be made without set-off or counterclaim and shall be made to the Lender in immediately available funds (except or as the Lender may otherwise consent) prior to 12:30 p.m., Chicago Minneapolis time, on the date due at its office at 231 South LaSalle StreetFirst Bank Place, Chicago000 Xxxxxx Xxxxxx Xxxxx, Illinois 60697Xxxxxxxxxxx, Xxxxxxxxx 00000-0000, or at such other xxxxx xx xxx xx xxxxxxxxxx xx Xxxxxx xx Xxxxxxxx place as may be designated by the Lender to the Borrower in writing. Any payments received after such time shall be deemed received on the next Business Day. Whenever any payment to be made hereunder or under any Note or Related Agreement shall be stated to be due on a date other than a Business Day, Day such payment may be made on the next succeeding Business Day, Day and such extension of time shall be included in the calculation computation of payment of interest and or any fees. (b) The Borrower authorizes Lenderthe Lender to, and on each Business Day the Lender will, subject to the provisions of this paragraph (bSection 2.10(b), apply the whole or any part of any amounts received by Lender the Lender, or any Affiliate (whether deposited in the Assignee Deposit Collateral Account of Borrower or otherwise received by the Lender, or any Affiliate) from the collection of items of payment and from proceeds of any Collateral or Third Party Collateral (whether received upon any sale or other distribution of Collateral or Third Party Collateral by Lender or otherwise), against the principal and/or interest of any Loans made hereunder and/or any other LiabilitiesObligations, whether or not then due, in such order of application as the Lender may determine, unless such payments or proceeds are, in the Lender's sole and absolute discretion, released to the Borrower; provided, however, that so long as no Event of Default exists, any such amounts received by Lender shall be applied as follows: first, to payment of amounts then due with respect to fees (including Attorneys' Fees), charges and expenses for which Borrower is liable pursuant to this Agreement and the Related Agreements; second, to payment of amounts then due with respect to interest on the Loans; third, to payment of amounts then due with respect to principal of the Loans; fourth, to prepayment of the Revolving Loans; fifth, to prepayment of the Term Loan; provided, further, that no checks, drafts or other instruments received by Lender the Lender, or any Affiliate, shall constitute final payment to the Lender unless and until such item of payment has actually been collected. All items or amounts which are delivered to the Lender by or on behalf of the Borrower or any Obligor or any Account Debtor on account of partial or full payment or otherwise as proceeds of any of the Collateral or Third Party Collateral (including any items or amounts which may have been deposited to the Assignee Deposit Collateral Account) may from time to time time, in the Lender's sole and absolute discretion discretion, be released to the Borrower or may be applied by the Lender towards payment such of the LiabilitiesObligations, whether or not then due due, in such order of application as provided in the preceding sentenceLender may determine. Notwithstanding anything to the contrary herein, (i) all cash, checks, instruments and other items of payment, solely for purposes of determining (x) the occurrence of an Event of Default and (y) whetherhereunder, under Sections 2.1, there is availability for Loans shall be deemed received upon actual receipt by Lender, the Lender unless the same is subsequently dishonored for any reason whatsoever, (ii) for purposes of determining whether, under Sections 2.1 and 2.2, there is availability for Loans or Letters of Credit, all cash, checks, instruments and other items of payment shall be applied against the Obligations on the first Business Day following receipt thereof by the Lender in Minneapolis, Minnesota or the second Business Day following the initiation by the Lender of an ACH transaction from a Collateral Account, and (iiiii) solely for purposes of interest calculation hereunder, all cash, checks, instruments and other items of payment shall be deemed to have been applied against the Liabilities on Obligations no later than the first second Business Day after following receipt thereof by the Lender in Minneapolis, Minnesota or the second Business Day following the initiation by the Lender of available funds with respect theretoan ACH transaction from a Collateral Account. (c) The Borrower hereby authorizes the Lender to, and the Lender may, in its sole and absolute discretion, charge to Borrower the Borrower, at any time when due time, all or any portion of any of the Liabilities Obligations (and interest, if any, thereon)) including, including but not limited to without limitation, any Attorneys' Fees and other costs and expenses of the Lender for which the Borrower or any other Obligor is liable pursuant to the terms of this Agreement or any Related Agreementthe Loan Documents, by charging Borrower's Demand Deposit the Disbursement Account or any other bank account of the Borrower with LenderFBNA or by advancing the amount thereof to the Borrower as a Loan; provided, however, that the provisions of this Section 2.09(c2.10(c) shall not affect the Borrower's obligation to pay when due all amounts payable by the Borrower or under any other obligor under this Agreement, any Note or any Related Agreement, of the Loan Documents whether or not there are sufficient funds therefor in the Demand Deposit Disbursement Account or any such other bank account of Borrowerthe Borrower with FBNA, or sufficient Loan Availability.