Common use of Payments by the Borrowers Clause in Contracts

Payments by the Borrowers. (a) 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, shall, except as otherwise expressly provided herein, be made to Administrative Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Administrative Agent (or such other address as Administrative 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 with respect to Domestic Obligations or Dollars or Canadian Dollars, as applicable, with respect to Canadian Obligations 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 Administrative Agent later than 1:00 p.m. (New York time) may in Administrative 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 Administrative Agent and each Lender to make a Revolving Loan (which shall be a Base Rate Loan or Canadian Index Rate Loan, as applicable, and which may be a Swing Loan) to pay (i) interest, principal (including Swing Loans), L/C Reimbursement Obligations, agent fees, Unused Commitment Fees and Letter of Credit Fees, payable by such Borrower, in each instance, on the date due, or (ii) after five (5) days’ prior notice to the Borrower Representative, other fees, costs or expenses payable by a Borrower or any of its Subsidiaries hereunder or under the other Loan Documents.

Payments by the Borrowers. (a) 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, shall, except as otherwise expressly provided herein, be made to Administrative Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Administrative Agent (or such other address as Administrative 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 with respect to Domestic U.S. Obligations or Dollars or Canadian Dollars, as applicable, with respect to Canadian Obligations 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 Administrative Agent later than 1:00 p.m. (New York time) may in Administrative Agent’s 's discretion be deemed to have been received on the immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. So long as no Event of Default has occurred and is continuing or no Dominion Period exists, payments made by Credit Parties hereunder shall, subject to Section 9.24, be applied first, as specifically required hereby, second, to Obligations then due and owing, third, to other Obligations specified by Borrower Representative and fourth, as determined by Agent in its discretion. During a Dominion Period, (i) amounts in Collection Accounts of U.S. Credit Parties shall be applied first to prepay outstanding U.S. Swingline Loans, second to prepay outstanding U.S. Revolving Loans without permanent reduction of the U.S. Revolving Loan Commitment, third to cash collateralize U.S. Letters of Credit in an amount determined in accordance with Section 7.4, fourth to prepay outstanding Canadian Revolving Loans without permanent reduction of the Canadian Revolving Loan Commitment and fifth to cash collateralize Canadian Letters of Credit in an amount determined in accordance with Section 7.4; and (ii) amounts in Collection Accounts of Canadian Credit Parties or Mexican Credit Parties shall, subject to Section 9.24, be applied first to prepay outstanding Canadian Swingline Loans, second to prepay Canadian Revolving Loans without permanent reduction of the Canadian Revolving Loan Commitment and third to cash collateralize Canadian Letters of Credit in an amount determined in accordance with Section 7.4. Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of an Event of Default or a Dominion Period of any and all payments in respect of any Obligation and any proceeds of Collateral. Each Borrower hereby authorizes Administrative Agent and each Lender to make a Revolving Loan (which shall be a Base Rate Loan (if denominated in Dollars) or Canadian Index Rate Loan, as applicableLoan (if denominated in Canadian Dollars), and which may be a Swing Swingline Loan) to pay (i) interest, principal (including Swing Swingline Loans), L/C Reimbursement Obligations, agent fees, Unused Commitment Fees and Letter of Credit Fees, payable by such Borrower, in each instance, on the date due, or (ii) after five (5) days’ prior notice to the Borrower Representative, other fees, costs or expenses payable by a any Borrower or any of its Subsidiaries hereunder or under the other Loan Documents.

Payments by the Borrowers. (a) 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, shall, except as otherwise expressly provided herein, be made to Administrative Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Administrative Agent (or such other address in Ontario or Quebec as Administrative 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 with respect to Domestic Obligations or Dollars or Canadian Dollars, as applicable, with respect to Canadian Obligations 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 Toronto time) on the date due. Any payment which is received by Administrative Agent later than 1:00 p.m. (New York Toronto time) may in Administrative 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 Party, without waiver of the application as set out in subsection 1.10(c) hereof, 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 Administrative Agent and each Lender to make a Revolving Loan (which shall be a Canadian Prime Rate Loan (if denominated in Canadian Dollars) or a U.S. Base Rate Loan or Canadian Index Rate Loan, as applicable, (if denominated in U.S. Dollars) and which may be a Swing Loan) to pay (i) interest, principal (including Swing Loans), L/C Reimbursement Obligations, agent fees, Unused Commitment Fees and Letter of Credit Fees, payable by such Borrower, in each instance, on the date due, if not otherwise paid by the Borrowers, or (ii) after five (5) days’ prior notice to the Borrower Representative, other fees, costs or expenses payable by a Borrower or any of its Subsidiaries hereunder or under the other Loan Documents.

Payments by the Borrowers. (a) All payments (including prepayments) to be made by each Credit Party on account of the principal, interest, fees and other amounts required hereunder shall be made without set set-off, recoupment, counterclaim or deduction of any kind, shall, except as otherwise expressly provided herein, be made to Administrative Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Administrative Agent (or such other address as Administrative Agent may from time to time specify in accordance with Section 9.2), including payments utilizing the ACH system, and shall be made in US Dollars with respect to Domestic Obligations or Dollars or Canadian Dollars, as applicable, with respect to Canadian Obligations 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 Administrative Agent later than 1:00 p.m. (New York time) may in Administrative 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 The 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, subject to subsection 1.10(c) and (d), any proceeds of Collateral. Each The US Borrower hereby authorizes Administrative Agent and each US Revolving Lender to make a Revolving Loan (which shall be a Base Rate Loan or Canadian Index Rate Loan, as applicable, and which may be a Swing Loan) to pay (i) interest, principal (including Swing Loans), L/C Reimbursement Obligations, agent fees, Unused Commitment Fees and Letter of Credit Fees, payable by such Borrower, in each instance, on the date due, or (ii) after five (5) days’ prior notice to the Borrower RepresentativeUS Borrower, other fees, costs or expenses payable by the US Borrower or any of its Subsidiaries hereunder or under the other Loan Documents. The Canadian Borrower hereby authorizes Agent and each Canadian Revolving Lender to make a Canadian Revolving Loan (which shall be a Base Rate Loan) to pay (i) interest and principal in each instance, on the date due, or (ii) after five (5) days’ prior notice to the Canadian Borrower, other fees, costs or expenses payable by the Canadian Borrower or any of its Subsidiaries hereunder or under the other Loan Documents.

Payments by the Borrowers. (a) All payments (including prepayments) to be made by each Credit Party on account of principal, interest, fees and other amounts required hereunder Borrower shall be made without set set-off, recoupment, counterclaim recoupment or deduction of any kind, shall, except counterclaim. Except as otherwise expressly provided herein, all payments by the Company shall be made to Administrative the Agent (for the ratable account of the Persons entitled thereto) Facility A Domestic Banks or the Facility B Banks, as the case may be, at the address for payment specified in Agent's Payment Office, and all payments by Medis shall be made to the signature page hereof in relation to Canadian Administrative Agent (or such other address as for the account of the Facility A Canadian Banks at the Canadian Administrative Agent may from time Agent's Payment Office, and, with respect to time specify in accordance with Section 9.2)principal of, including payments utilizing the ACH systeminterest on, and any other amounts relating to, any Facility A Canadian Loan or the Bankers' Acceptance Facility, shall be made in Dollars with respect to Domestic Obligations or Dollars or Canadian Dollars, as applicableand, with respect to Canadian Obligations and by wire transfer or ACH transfer all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in immediately available funds funds, and (which shall be i) in the exclusive means case of payment hereunder)Facility A Canadian Loan payments, no later than 1:00 p.m. 12:00 noon (New York Toronto time) on the dates specified herein, and (ii) in the case of any Dollar payments, no later than 12:00 noon (San Francisco time) on the date duespecified herein. The Applicable Agent will promptly distribute to each Facility A Domestic Bank, Facility A Canadian Bank or Facility B Bank, as applicable, its Facility A Pro Rata Share or Facility B Pro Rata Share, as applicable, (or other applicable share as expressly provided herein) of such payment in like funds as received. Any payment which is received by the Agent later than 12:00 noon (San Francisco time), or by the Canadian Administrative Agent later than 1:00 p.m. 12:00 noon (New York Toronto time) may in Administrative 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 Collateral. Each Borrower hereby authorizes Administrative Agent and each Lender to make a Revolving Loan (which shall be a Base Rate Loan or Canadian Index Rate Loan, as applicable, and which may be a Swing Loan) to pay (i) interest, principal (including Swing Loans), L/C Reimbursement Obligations, agent fees, Unused Commitment Fees and Letter of Credit Fees, payable by such Borrower, in each instance, on the date due, or (ii) after five (5) days’ prior notice to the Borrower Representative, other fees, costs or expenses payable by a Borrower or any of its Subsidiaries hereunder or under the other Loan Documents.

Payments by the Borrowers. (a) 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, shall, except as otherwise expressly provided herein, be made to Administrative Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Administrative Agent (or such other address as Administrative 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 with respect to Domestic U.S. Obligations or Dollars or Canadian Dollars, as applicable, with respect to Canadian Obligations 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 Administrative Agent later than 1:00 p.m. (New York time) may in Administrative 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 Administrative Agent and each Lender to make a Revolving Loan (which shall be a Base Rate Loan (if denominated in Dollars) or Canadian Index Rate Loan, as applicableLoan (if denominated in Canadian Dollars), and which may be a Swing U.S. Swingline Loan) to pay (i) interest, principal (including Swing U.S. Swingline Loans), L/C Reimbursement Obligations, agent fees, Unused Commitment Fees and Letter of Credit Fees, payable by such Borrower, in each instance, on the date due, or (ii) after five (5) days’ prior notice to the Borrower Representative, other fees, costs or expenses payable by a any Borrower or any of its Subsidiaries hereunder or under the other Loan Documents.

Payments by the Borrowers. (a) All payments (including prepayments) to be made by each Credit Party on account of principal, interest, fees and other amounts required hereunder any Borrower shall be made without set set-off, recoupment, counterclaim recoupment or deduction of any kind, shall, except counterclaim. Except for payments required to be made to the Canadian Revolving Lender or as otherwise expressly provided herein, all payments by any Borrower shall be made to Administrative the Agent (for the ratable account of the Persons entitled thereto) Lenders at the address for payment specified in the signature page hereof in relation Agent's Payment Office, and, with respect to Administrative Agent (or such other address as Administrative Agent may from time to time specify in accordance with Section 9.2)principal of, including payments utilizing the ACH systeminterest on, and any other amounts relating to, any Offshore Currency Loan, shall be made in Dollars with respect to Domestic Obligations the Offshore Currency in which such Loan is denominated or Dollars or Canadian Dollarspayable, as applicableand, with respect to Canadian Obligations and by wire transfer or ACH transfer in immediately available funds (which all other amounts payable hereunder, shall be made in Dollars. Such payments shall be made in Same Day Funds, and (i) in the exclusive means case of payment hereunder)Offshore Currency payments, no later than 1:00 p.m. such time on the dates specified herein as may be determined by the Agent or the Canadian Revolving Lender, as the case may be, to be necessary for such payment to be credited on such date in accordance with normal banking procedures in the place of payment, and (New York ii) in the case of any Dollar payments, no later than 11:00 a.m. (Chicago time) on the date duespecified herein. The Agent will promptly distribute to each Revolving Lender its Pro Rata Share (or other applicable share as expressly provided herein) of such principal, interest, fees or other amounts, in like funds as received. Any payment which is received by Administrative the Agent later than 1:00 p.m. 11:00 a.m. (New York Chicago time) or by the Canadian Revolving Lender later than 11:00 a.m. (Toronto time), as the case may be, or later than the time specified by the Agent or the Canadian Revolving Lender as provided in Administrative Agent’s discretion clause (i) above (in the case of Offshore Currency payments), 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 Collateral. Each Borrower hereby authorizes Administrative Agent and each Lender to make a Revolving Loan (which shall be a Base Rate Loan or Canadian Index Rate Loan, as applicable, and which may be a Swing Loan) to pay (i) interest, principal (including Swing Loans), L/C Reimbursement Obligations, agent fees, Unused Commitment Fees and Letter of Credit Fees, payable by such Borrower, in each instance, on the date due, or (ii) after five (5) days’ prior notice to the Borrower Representative, other fees, costs or expenses payable by a Borrower or any of its Subsidiaries hereunder or under the other Loan Documents.

Payments by the Borrowers. (a) 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, shall, except as otherwise expressly provided herein, be made to Administrative the Appropriate Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Administrative such Agent (or such other address as Administrative such the Appropriate 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 with respect to Domestic US Obligations and CDN $ or Dollars or Canadian Dollars, as applicable, with respect to Canadian Obligations Obligations, based on the currency in which any particular Canadian Obligation is denominated, 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. noon (New York Central time) on the date due. Any payment which is received by Administrative an Agent later than 1:00 p.m. noon (New York Central time) may in Administrative such Agent’s '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 after the continuance exercise of any remedies by an Agent after the occurrence of any other Event of Default of any and all payments in respect of any Obligation the Obligations of such Borrower and any proceeds of CollateralCollateral with respect thereto. Each US Borrower hereby authorizes Administrative US Agent and each US Revolving Lender to make a US Revolving Loan (which shall be a Base Rate Loan or Canadian Index Rate Loan, as applicable, and which may be a US Swing Loan) to pay (i) interest, principal (including Swing Loans), L/C Reimbursement Obligations, agent fees, Unused Commitment Fees and Letter of Credit Fees, payable by such Borrower, in each instance, on the date due, or (ii) after five (5) days’ ' prior written notice to the Borrower RepresentativeUS Borrower, other fees, costs or expenses payable by a Borrower or any of its Subsidiaries hereunder or under the other Loan Documents. Canadian Borrower hereby authorizes Canadian Agent and each Canadian Lender to make a Canadian Revolving Loan (which shall be a Base Rate Loan and which may be a Canadian Swing Loan) to pay (i) interest, principal of Canadian Loans, Canadian L/C Reimbursement Obligations, and Canadian Letter of Credit Fees, in each instance, on the date due, or (ii) after five (5) days' prior written notice to the Canadian Borrower, other fees, costs or expenses payable by the Canadian Borrower or any of its Subsidiaries hereunder or under the other Loan Documents; provided, nothing in this subsection 1.10(a) shall be deemed to limit or impair Borrowers' rights to dispute any Credit Party's obligation to pay fees, costs or expenses pursuant to and in accordance with this Agreement.

Payments by the Borrowers. (a) All payments (including prepayments) to be made by each Credit Party on account of principal, interest, fees and other amounts required hereunder any Borrower shall be made without set set-off, recoupment, counterclaim recoupment or deduction of any kind, shall, except counterclaim. Except for payments required to be made to the Canadian Revolving Lender or as otherwise expressly provided herein, all payments by any Borrower shall be made to Administrative the Agent (for the ratable account of the Persons entitled thereto) Lenders at the address for payment specified in the signature page hereof in relation Agent's Payment Office, and, with respect to Administrative Agent (or such other address as Administrative Agent may from time to time specify in accordance with Section 9.2)principal of, including payments utilizing the ACH systeminterest on, and any other amounts relating to, any Canadian Revolving Loan made in Canadian Dollars shall be paid in Canadian Dollars and, with respect to all other amounts payable hereunder, shall be made in Dollars with respect to Domestic Obligations or Dollars or Canadian Dollars, as applicable, with respect to Canadian Obligations and by wire transfer or ACH transfer . Such payments shall be made in immediately available funds funds, and (which shall be i) in the exclusive means case of payment hereunder)Canadian Revolving Loans, no later than 1:00 p.m. such time on the dates specified herein as may be determined by the Agent or the Canadian Revolving Lender, as the case may be, to be necessary for such payment to be credited on such date in accordance with normal banking procedures in the place of payment, and (New York ii) in the case of any Dollar payments, no later than 11:00 a.m. (Chicago time) on the date duespecified herein. The Agent will promptly distribute to each Revolving Lender its Pro Rata Share (or other applicable share as expressly provided herein) of such principal, interest, fees or other amounts, in like funds as received. Any payment which is received by Administrative the Agent later than 1:00 p.m. 11:00 a.m. (New York Chicago time) or by the Canadian Revolving Lender later than 11:00 a.m. (Toronto time), as the case may be, or later than the time specified by the Agent or the Canadian Revolving Lender as provided in Administrative Agent’s discretion clause (i) above (in the case of Canadian Revolving Loans), 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 Collateral. Each Borrower hereby authorizes Administrative Agent and each Lender to make a Revolving Loan (which shall be a Base Rate Loan or Canadian Index Rate Loan, as applicable, and which may be a Swing Loan) to pay (i) interest, principal (including Swing Loans), L/C Reimbursement Obligations, agent fees, Unused Commitment Fees and Letter of Credit Fees, payable by such Borrower, in each instance, on the date due, or (ii) after five (5) days’ prior notice to the Borrower Representative, other fees, costs or expenses payable by a Borrower or any of its Subsidiaries hereunder or under the other Loan Documents.