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 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 such Agent (or such other address as 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 US Obligations and CDN $ or Dollars with respect to Canadian Obligations, based on the currency in which any particular Canadian Obligation is denominated, and by wire transfer or ACH transfer in immediately available funds, no later than noon (Central time) on the date due. Any payment which is received by an Agent later than noon (Central time) may in such 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 a Specified Event of Default or after the exercise of any remedies by an Agent after the occurrence of any other Event of Default of any and all payments in respect of the Obligations of such Borrower and any proceeds of Collateral with respect thereto. US Borrower hereby authorizes US Agent and each US Lender to make a US Revolving Loan (which shall be a Base Rate Loan 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, in each instance, on the date due, or (ii) after five (5) days’ prior written notice to the US 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. (b) Subject to the provisions set forth in the definitions of “CDOR Period” and “Interest Period” herein, if any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be.

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 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 such Agent (or such other address as 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 US U.S. Obligations and CDN $ or Dollars or Canadian Dollars, as applicable, with respect to Canadian Obligations, based on the currency in which any particular Canadian Obligation is denominated, Obligations and by wire transfer or ACH transfer in immediately available fundsfunds (which shall be the exclusive means of payment hereunder), no later than noon (Central time) 1:00 p.m. on the date due. Any payment which is received by an Agent later than noon (Central time) 1:00 p.m. may in 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. 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 a Specified an Event of Default or after the exercise of any remedies by an Agent after the occurrence of any other Event of Default a Dominion Period of any and all payments in respect of the Obligations of such Borrower any Obligation and any proceeds of Collateral with respect theretoCollateral. US Each Borrower hereby authorizes US Agent and each US Lender to make a US Revolving Loan (which shall be a Base Rate Loan (if denominated in Dollars) or Canadian Index Rate Loan (if denominated in Canadian Dollars), and which may be a US 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, in each instance, on the date due, or (ii) after five (5) days’ prior written notice to the US Borrower, other fees, costs or expenses payable by a any 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. (b) Subject to the provisions set forth in the definitions definition of “CDOR Period” and “"Interest Period” " herein, if any payment hereunder shall be stated to be due on a day other than a Business Day, such payment (including, if applicable, any interest or fees) shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation computation, and if applicable, payment, of interest or fees, as the case may be. (c) During the continuance of an Event of Default, Agent may, and shall upon the direction of Required Lenders, apply any and all payments received by Agent in respect of any Obligation in accordance with clauses first through sixth below. Notwithstanding any provision herein to the contrary (but subject to Section 1.10(d) below), all payments made by Credit Parties to Agent after any or all of the Obligations have been accelerated (so long as such acceleration has not been rescinded), including proceeds of Collateral (subject to the provisions of the Intercreditor Agreement), shall be applied as follows: first, to the payment of any Overadvance and to the payment of fees, costs and expenses, including Attorney Costs, of Agent payable or reimbursable by the Credit Parties under the Loan Documents; second, to payment of Attorney Costs of Lenders payable or reimbursable by the Borrowers under this Agreement; third, to payment of all accrued unpaid interest on the Obligations and fees owed to Agent, Lenders and L/C Issuers; fourth, to payment of principal of the Obligations including, L/C Reimbursement Obligations then due and payable, any Obligations under any Bank Product Obligations and cash collateralization of unmatured L/C Reimbursement Obligations to the extent not then due and payable; fifth, to payment of any other amounts owing constituting Obligations; and sixth, any remainder shall be for the account of and paid to whoever may be lawfully entitled thereto. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, (ii) each of the Lenders or other Persons entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses third, fourth and fifth above and (iii) no payments by a Guarantor and no proceeds of Collateral of a Guarantor shall be applied to Excluded Rate Contract Obligations of such Guarantor. (d) Notwithstanding the foregoing provisions of Sections 1.10(a) and (c), and subject to the provisions of the Intercreditor Agreement, (i) payments from the U.S. Borrowers and proceeds of any U.S. Collateral shall be applied to pay the U.S. Obligations in the order set forth in clauses "first through fifth" in Section 1.10(c); and thereafter, to the Canadian Obligations in the order set forth in Section 1.10(c) and (ii) payments from the Canadian Credit Parties and Mexican Credit Parties and proceeds of any Canadian Collateral and Mexican Collateral shall be applied solely to pay the Canadian Obligations in the order set forth in Section 1.10(c); provided, that in no event shall payments from the Canadian Credit Parties or Mexican Credit Parties or proceeds of any Canadian Collateral or Mexican Collateral be applied to pay the U.S. Obligations. (e) Without limiting Section 9.26, if Agent receives any payment of an Obligation from or on behalf of a Credit Party in any currency other than the currency in which such Obligation is denominated, Agent may convert the payment (including the proceeds of realization upon any Collateral) into the currency in which such Obligation is denominated at the rate of exchange (as such term is defined in Section 9.26).

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 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 such Agent (or such other address in Ontario or Quebec as 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 US Obligations and CDN $ or Dollars with respect to Canadian Obligations, based on the currency in which any particular Canadian Obligation is denominated, and by wire transfer or ACH transfer in immediately available fundsfunds (which shall be the exclusive means of payment hereunder), no later than noon 1:00 p.m. (Central Toronto time) on the date due. Any payment which is received by an Agent later than noon 1:00 p.m. (Central Toronto time) may in such 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 a Specified Event of Default or after the exercise of any remedies by an Agent after the occurrence of any other Event of Default of any and all payments in respect of the Obligations of such Borrower any Obligation and any proceeds of Collateral with respect theretoCollateral. US Each Borrower hereby authorizes US Agent and each US Lender to make a US Revolving Loan (which shall be a Canadian Prime Rate Loan (if denominated in Canadian Dollars) or a U.S. Base Rate Loan (if denominated in U.S. Dollars) 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, in each instance, on the date due, or (ii) after five (5) days’ prior written notice to if not otherwise paid by the US 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 dueBorrowers, or (ii) after five (5) days’ prior written notice to the Canadian BorrowerBorrower Representative, other fees, costs or expenses payable by the Canadian a 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. (b) Subject to the provisions set forth in the definitions of “CDOR BA Period” and “Interest Period” herein, if any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be.

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 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 such Agent (or such other address as 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 US Obligations and CDN $ or Dollars with respect to Canadian Obligations, based on the currency in which any particular Canadian Obligation is denominated, and by wire transfer or ACH transfer in immediately available fundsfunds (which shall be the exclusive means of payment hereunder), no later than noon 2:00 p.m. (Central New York time) on the date due. Any payment which is received by an Agent later than noon 2:00 p.m. (Central New York time) may in such 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 a Specified Event of Default or after the exercise of any remedies by an Agent after the occurrence of any other Event of Default of any and all payments in respect of the Obligations of such Borrower any Obligation and any proceeds of Collateral with respect theretoCollateral. US Each Borrower hereby authorizes US Agent and each US Lender to make a US Revolving Loan (which shall be a Base Rate Loan 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, in each instance, on the date due, or (ii) after five (5) days’ prior written notice to the US BorrowerBorrower Representative (including by electronic mail), 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. (b) Subject to the provisions set forth in the definitions definition of “CDOR Period” and “Interest Period” herein, if any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (c) During the continuance of an Event of Default, Agent may, and shall upon the direction of Required Lenders apply any and all payments received by Agent in respect of any Obligation in accordance with the respective clauses first through seventh set forth below. Notwithstanding any provision herein to the contrary, all payments made by Credit Parties to Agent after any or all of the Obligations have been accelerated (so long as such acceleration has not been rescinded), including proceeds of Collateral, shall be applied as follows: first, to payment of costs and expenses, including Attorney Costs, of Agent payable or reimbursable by the Credit Parties under the Loan Documents; second, to payment of Attorney Costs of Lenders payable or reimbursable by the Borrowers under this Agreement; third, to payment of all accrued unpaid interest on the Obligations and fees owed to Agent, Lenders and L/C Issuers; fourth, to payment of principal of the Obligations including L/C Reimbursement Obligations then due and payable, any Obligations under a Secured Rate Contract and cash collateralization of unmatured L/C Reimbursement Obligations to the extent not then due and payable); fifth, to payment of any other amounts owing constituting Obligations; sixth, to payment of all outstanding principal, interest, fees and expenses owing to GE Capital (or any of is Affiliates) in connection with the Equipment Loan in accordance with the provisions of the Equipment Loan Documents; and seventh, any remainder shall be for the account of and paid to whoever may be lawfully entitled thereto. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category and (ii) each of the Lenders or other Persons entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses third, fourth and fifth above.

Payments by 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 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 such Agent (or such other address as 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 US Obligations and CDN $ or Dollars with respect to Canadian Obligations, based on the currency in which any particular Canadian Obligation is denominated, and by wire transfer or ACH transfer in immediately available funds, no later than noon (Central time) on the date due. Any payment which is received by an Agent later than noon (Central time) may in 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 the continuance of a Specified Event of Default or after the exercise of any remedies by an Agent after the occurrence of any other Event of Default of any and all payments in respect of the Obligations of such Borrower and any proceeds of Collateral with respect thereto. US Borrower hereby authorizes US Agent and each US Revolving Lender to make a US Revolving Loan (which shall be a Base Rate Loan 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, in each instance, on the date due, or (ii) after five (5) days’ ' prior written notice to the US 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 's obligation to pay fees, costs or expenses pursuant to and in accordance with this Agreement. (b) Subject to the provisions set forth in the definitions of “CDOR Period” and “Interest Period” herein, if any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be.

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 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 such Agent (or such other address as 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 US U.S. Obligations and CDN $ or Dollars or Canadian Dollars, as applicable, with respect to Canadian Obligations, based on the currency in which any particular Canadian Obligation is denominated, Obligations and by wire transfer or ACH transfer in immediately available fundsfunds (which shall be the exclusive means of payment hereunder), no later than noon (Central time) 1:00 p.m. on the date due. Any payment which is received by an Agent later than noon (Central time) 1:00 p.m. may in such 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 a Specified Event of Default or after the exercise of any remedies by an Agent after the occurrence of any other Event of Default of any and all payments in respect of the Obligations of such Borrower any Obligation and any proceeds of Collateral with respect theretoCollateral. US Each Borrower hereby authorizes US Agent and each US Lender to make a US Revolving Loan (which shall be a Base Rate Loan (if denominated in Dollars) or Canadian Index Rate Loan (if denominated in Canadian Dollars), and which may be a US 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, in each instance, on the date due, or (ii) after five (5) days’ prior written notice to the US BorrowerBorrower Representative, other fees, costs or expenses payable by a any 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. (b) Subject to the provisions set forth in the definitions definition of “CDOR Period” and “Interest Period” herein, if any payment hereunder shall be stated to be due on a day other than a Business Day, such payment (including, if applicable, any interest or fees) shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation computation, and if applicable, payment, of interest or fees, as the case may be. (c) During the continuance of an Event of Default, Agent may, and shall upon the direction of Required Lenders, apply any and all payments received by Agent in respect of any Obligation in accordance with clauses first through sixth below. Notwithstanding any provision herein to the contrary (but subject to Section 1.10(d) below), all payments made by Credit Parties to Agent after any or all of the Obligations have been accelerated (so long as such acceleration has not been rescinded), including proceeds of Collateral (subject to the provisions of the Intercreditor Agreement), shall be applied as follows: first, to the payment of any Overadvance and to the payment of fees, costs and expenses, including Attorney Costs, of Agent payable or reimbursable by the Credit Parties under the Loan Documents; second, to payment of Attorney Costs of Lenders payable or reimbursable by the Borrowers under this Agreement; third, to payment of all accrued unpaid interest on the Obligations and fees owed to Agent, Lenders and L/C Issuers; fourth, to payment of principal of the Obligations including, L/C Reimbursement Obligations then due and payable, any Obligations under any Secured Rate Contract and cash collateralization of unmatured L/C Reimbursement Obligations to the extent not then due and payable (but excluding Bank Product Obligations); fifth, to payment of any other amounts owing constituting Obligations (including Bank Product Obligations); and sixth, any remainder shall be for the account of and paid to whoever may be lawfully entitled thereto. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, (ii) each of the Lenders or other Persons entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses third, fourth and fifth above and (iii) no payments by a Guarantor and no proceeds of Collateral of a Guarantor shall be applied to Excluded Rate Contract Obligations of such Guarantor. (d) Notwithstanding the foregoing provisions of Sections 1.10(a) and (c), and subject to the provisions of the Intercreditor Agreement, (i) payments from the U.S. Borrowers and proceeds of any U.S. Collateral shall be applied to pay the U.S. Obligations in the order set forth in Section 1.10(c); in the case of item first (in respect of any Overadvance), to the extent that such Overadvance is a U.S. Overadvance; in the case of items first (in respect of any amounts other than any Overadvance) and second, to the extent of the U.S. Borrowers’ pro rata share of such Obligations; in the case of item third, to the extent of interest and fees on the Loans and Letters of Credit advanced to, or for the account of, the U.S. Borrowers; and in the case of item fourth to the principal and cash collateralization of Loans advanced to the U.S. Borrowers and Letters of Credit for the U.S. Borrowers’ account, and thereafter, to the Obligations of the Canadian Borrower in the order set forth above and (ii) payments from the Canadian Borrower and proceeds of any Canadian Collateral shall be applied to pay the Canadian Obligations in the order set forth in Section 1.10(c); in the case of item first (in respect of any Overadvance), to the extent that such Overadvance is a Canadian Overadvance; in the case of items first (in respect of any amounts other than any Overadvance) and second, to the extent of the Canadian Borrower’s pro rata share of such Obligations; in the case of item third, to the extent of interest and fees on the Loans and Letters of Credit advanced to, or for the account of, the Canadian Borrower; and in the case of item fourth to the principal and cash collateralization of Loans advanced to the Canadian Borrower and Letters of Credit for the Canadian Borrower’s account; provided, that in no event shall payments from the Canadian Borrower or proceeds of any Canadian Collateral be applied to pay the U.S. Obligations. (e) Without limiting Section 9.26, if Agent receives any payment of an Obligation from or on behalf of a Credit Party in any currency other than the currency in which such Obligation is denominated, Agent may convert the payment (including the proceeds of realization upon any Collateral) into the currency in which such Obligation is denominated at the rate of exchange (as such term is defined in Section 9.26).

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 counterclaim, withholding or deduction of any kind, shall, except as otherwise expressly provided herein, be made to 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 such the Agent (or such other address as 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 US Obligations and CDN $ or Dollars with respect to Canadian Obligations, based on the currency in which any particular Canadian Obligation is denominated, and by wire transfer or ACH transfer in immediately available funds, no later than noon 2:00 p.m. (Central New York time) on the date due. Any payment which is received by an the Agent later than noon 2:00 p.m. (Central New York time) may in such Agent’s discretion shall be deemed to have been received on the immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of a Specified Event of Default or after the exercise of any remedies by an Agent after the occurrence of any other Event of Default of any and all payments in respect of the Obligations any Obligation and any proceeds of such Borrower Collateral, provided, however, that all payments in respect of any Obligation of any Foreign Credit Party and any proceeds of Collateral of a Foreign Credit Party shall be applied in accordance with respect theretoSection 1.10(d). US Each Borrower hereby authorizes US the Agent and each US Lender to make a US Revolving Loan (which shall be a Base Rate Loan 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 Fees, Letter of Credit FeesFees and fees payable to Agent pursuant to the Fee Letter owing, in the case of a US Borrower, by the US Borrowers and the UK Borrower, and in the case of the UK Borrower, by the UK Borrower in each instance, on the date due, or (ii) after five ten (510) days’ days prior written notice to the US BorrowerBorrower Representative, other fees, costs or expenses payable by a such 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. (b) Subject to the provisions set forth in the definitions definition of “CDOR Period” and “Interest Period” herein, if any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (c) During the continuance of an Event of Default, the Agent may, and shall upon the direction of the Required Lenders apply any and all payments in respect of any US Obligation in accordance with clauses first through eleventh below. Notwithstanding any provision herein to the contrary, all amounts collected or received by the Agent from US Borrowers or their Domestic Subsidiaries after any or all of the Obligations have been accelerated (so long as such acceleration has not been rescinded) and all proceeds of Collateral of any US Borrower and its Domestic Subsidiaries received by the Agent from any US Borrowers or its Domestic Subsidiaries as a result of the exercise of its remedies under the Collateral Documents after the occurrence and during the continuance of an Event of Default shall be applied as follows: first, to payment of costs and expenses, including Attorney Costs, of the Agent payable or reimbursable by the US Credit Parties under the Loan Documents; second, to payment of Attorney Costs of Lenders payable or reimbursable by the US Borrowers under this Agreement; third, to payment of all accrued unpaid interest on the US Obligations and fees owed to the Agent, Lenders and US L/C Issuers; fourth, to payment of principal of the Revolving Loan constituting part of the US Obligations (including, without limitation, L/C Reimbursement Obligations then due and payable) and cash collateralization of L/C Reimbursement Obligations to the extent not then due and payable); fifth, to payment of any other amounts owing constituting US Obligations; sixth, to payment of costs and expenses, including Attorney Costs, of the Agent payable or reimbursable by the Foreign Credit Parties under the Loan Documents; seventh, to payment of Attorney Costs of Lenders payable or reimbursable by the UK Borrower under this Agreement; eighth, to payment of all accrued unpaid interest on the UK Obligations and fees owed to the Agent and the Lenders; ninth, to payment of principal of the UK Obligations; tenth, to payment of any other amounts owing constituting UK Obligations; eleventh, to payment of Obligations with respect to Bank Products; and twelfth, any remainder shall be for the account of and paid to whoever may be lawfully entitled thereto. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category and (ii) each of the Lenders or other Persons entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses third, fourth and fifth above. (d) During the continuance of an Event of Default, the Agent may, and shall upon the direction of the Required Lenders apply any and all payments in respect of any UK Obligation in accordance with clauses first through sixth below. Notwithstanding any provision herein to the contrary, all amounts collected or received by the Agent, other than from US Borrowers and their Domestic Subsidiaries, after any or all of the Obligations have been accelerated (so long as such acceleration has not been rescinded) and all proceeds of Collateral of the UK Borrower and Foreign Subsidiaries of US Borrowers received by the Agent as a result of the exercise of its remedies under the Collateral Documents after the occurrence and during the continuance of an Event of Default shall be applied as follows: first, to payment of costs and expenses, including Attorney Costs, of the Agent payable or reimbursable by the Foreign Credit Parties under the Loan Documents; second, to payment of Attorney Costs of Lenders payable or reimbursable by the UK Borrower under this Agreement; third, to payment of all accrued unpaid interest on the UK Obligations and fees owed to the Agent and the Lenders; fourth, to payment of principal of the Revolving Loan constituting part of the UK Obligations; fifth, to payment of any other amounts owing constituting UK Obligations; sixth, to payment of Obligations with respect to Bank Products; and seventh, any remainder shall be for the account of and paid to whoever may be lawfully entitled thereto, as directed by Borrowers or by a court of competent jurisdiction. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category and (ii) each of the Lenders or other Persons entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses third, fourth and fifth above. Notwithstanding anything in clause (c) and (d) above to the contrary, to the extent the Agent receives proceeds of voting equity interests in any Foreign Subsidiary of a US Credit Party, such proceeds shall be applied (i) until proceeds from the sale of 35% of such voting equity interest have been received by the Agent, such proceeds shall be applied to the payments described in (and in the order of) clauses first through fifth of clause (d) above (and then in accordance with (and in the order of) clauses first through eleventh of clause (c) above) and (ii) thereafter (1) 50% of such remaining proceeds shall be applied to the payments described in (and in the order of) clauses first through fifth of clause (d) above (and then in accordance with (and in order of) clauses first through eleventh of clauses (c) above) and (2) the remaining 50% of such proceeds shall be applied to the payments described in (and in the order of) clauses first through eleventh of clause (c) above; provided, however, that in no case shall proceeds from the sale of more than 65% of such voting equity interests be applied to the payments described in clauses first through fifth of clause (c) above.

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 the Appropriate 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 such Agent (or such other address as such the Appropriate 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 the Offshore Currency in which such Loan is denominated or payable, and, with respect to US Obligations and CDN $ or Dollars with respect to Canadian Obligationsall other amounts payable hereunder, based on the currency shall be made in which any particular Canadian Obligation is denominatedDollars. Such payments shall be made in Same Day Funds, and by wire transfer or ACH transfer (i) in immediately available fundsthe case of Offshore Currency payments, no later than noon 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 (Central 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 an the Agent later than noon 11:00 a.m. (Central 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 such 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 a Specified Event of Default or after the exercise of any remedies by an Agent after the occurrence of any other Event of Default of any and all payments in respect of the Obligations of such Borrower and any proceeds of Collateral with respect thereto. US Borrower hereby authorizes US Agent and each US Lender to make a US Revolving Loan (which shall be a Base Rate Loan 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, in each instance, on the date due, or (ii) after five (5) days’ prior written notice to the US 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. (b) Subject to the provisions set forth in the definitions definition of “CDOR Period” and “"Interest Period” " herein, if whenever any payment hereunder shall be stated to be is due on a day other than a Business Day, such payment shall be made on the next succeeding following Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (c) Unless the Agent receives notice from the applicable Borrower prior to the date on which any payment is due to the Lenders that such Borrower will not make such payment in full as and when required, the Agent may assume that such Borrower has made such payment in full to the Agent on such date in Same Day Funds and the Agent may (but shall not be so required), in reliance upon such assumption, distribute to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent such Borrower has not made such payment in full to the Agent, each Lender shall repay to the Agent on demand such amount distributed to such Lender, together with interest thereon at the Federal Funds Rate or, in the case of a payment in an Offshore Currency, the Overnight Rate, for each day from the date such amount is distributed to such Lender until the date repaid.

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 counterclaim, withholding or deduction of any kind, and shall, except as otherwise expressly provided herein, be made to 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 such the Agent (or such other address as 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 US Obligations and CDN $ or Dollars with respect to Canadian Obligations, based on the currency in which any particular Canadian Obligation is denominated, and by wire transfer or ACH transfer in immediately available funds, no later than noon 2:00 p.m. (Central New York time) on the date due; provided that, accrued interest payable with respect to Term Loans and Revolving Loans, if any, for which WLR Recovery Fund IV, L.P. has purchased a WLR Participation pursuant to the WLR Last-Out Participation Agreement shall be capitalized on the applicable Interest Payment Date and the capitalized amount shall be added to the then outstanding principal amount of such Term Loans and Revolving Loans, as the case may be. Any payment which is received by an the Agent later than noon 2:00 p.m. (Central New York time) may in such Agent’s discretion shall be deemed to have been received on the immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. Each Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of a Specified Event of Default or after the exercise of any remedies by an Agent after the occurrence of any other Event of Default of any and all payments in respect of the Obligations of such Borrower any Obligation and any proceeds of Collateral with respect theretoCollateral. US Each Borrower hereby authorizes US the Agent and each US Lender to make a US Revolving Loan (which shall be a Base Rate Loan 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 Fees, Letter of Credit Fees, in each instance, Fees and fees payable to Agent pursuant to the Fee Letter owing by the Borrowers on the date due, or (ii) after five ten (510) days’ days prior written notice to the US BorrowerBorrower Representative, other fees, costs or expenses payable by a such 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. (b) Subject to the provisions set forth in the definitions definition of “CDOR Period” and “Interest Period” herein, if any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (c) During the continuance of an Event of Default, the Agent may, and shall upon the direction of the Majority Lenders apply any and all payments in respect of any Obligation in accordance with clauses first through eighth below; provided that, notwithstanding the foregoing, amounts received by Agent and/or any Lender in respect of the WLR/RBS Letter of Credit II shall be applied in accordance with Section 1.15. Notwithstanding any provision herein to the contrary (other than as set forth in the immediately preceding sentence), all amounts collected or received by the Agent from Borrowers or their Subsidiaries after any or all of the Obligations have been accelerated (so long as such acceleration has not been rescinded) and all proceeds of Collateral of any Borrower and its Subsidiaries received by the Agent from any Borrowers or its Subsidiaries as a result of the exercise of its remedies under the Collateral Documents after the occurrence and during the continuance of an Event of Default shall be applied as follows: first, to payment of costs and expenses, including Attorney Costs, of the Agent and the Collateral Agents payable or reimbursable by the Credit Parties under the Loan Documents; second, to payment of Attorney Costs of Lenders payable or reimbursable by the Borrowers under this Agreement; third, to payment of all accrued unpaid interest on the Obligations and fees owed to the Agent, the Collateral Agents, Lenders and L/C Issuers; fourth, to payment of principal of the Obligations including, without limitation, L/C Reimbursement Obligations then due and payable and cash collateralization of L/C Reimbursement Obligations to the extent not then due and payable; fifth, to payment of Obligations with respect to Secured Rate Contracts (other than Secured Rate Contracts that are Equipment Finance Contracts); sixth, to payment of Obligations with respect to Bank Products and Secured Rate Contracts that are Equipment Finance Contracts; seventh, to payment of any other amounts owing constituting Obligations; and eighth, any remainder shall be for the account of and paid to whoever may be lawfully entitled thereto. Notwithstanding anything in subclauses first through eighth of this subsection 1.10(c), (x) no such proceeds shall be applied to that portion of the Term Loans and Revolving Loans, if any, for which WLR Recovery Fund IV, L.P. has purchased a WLR Participation pursuant to the WLR Last-Out Participation Agreement until such time as all other Obligations have been Paid in Full and (y) in carrying out the application of proceeds pursuant to subclauses first through eighth of this subsection 1.10(c), (A) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category (other than in the case of Term Loans and Revolving Loans, if any, for which WLR Recovery Fund IV, L.P. has purchased a WLR Participation pursuant to the WLR Last-Out Participation Agreement, which Term Loans and Revolving Loans, if any, shall not be repaid until such time as all other Obligations have been Paid in Full) and (B) each of the Lenders or other Persons entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses third, fourth, fifth, sixth and seventh above. Furthermore, notwithstanding anything in clause (c) above to the contrary, to the extent the Agent receives proceeds of voting equity interests in any Foreign Subsidiary of a Credit Party, such proceeds shall be applied in accordance with (and in the order of) clauses first through eighth of clause (c) above; provided, however, that in no case shall proceeds from the sale of more than 65% of such voting equity interests be applied to the payments described in clauses first through fifth of clause (c) above.

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 the Appropriate 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 such Administrative Agent (or such other address as such the Appropriate 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 US U.S. Obligations and CDN $ or Dollars or Canadian Dollars, as applicable, with respect to Canadian Obligations, based on the currency in which any particular Canadian Obligation is denominated, Obligations and by wire transfer or ACH transfer in immediately available fundsfunds (which shall be the exclusive means of payment hereunder), no later than noon 1:00 p.m. (Central New York time) on the date due. Any payment which is received by an Administrative Agent later than noon 1:00 p.m. (Central New York time) may in such 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 a Specified Event of Default or after the exercise of any remedies by an Agent after the occurrence of any other Event of Default of any and all payments in respect of the Obligations of such Borrower any Obligation and any proceeds of Collateral with respect theretoCollateral. US Each Borrower hereby authorizes US Administrative Agent and each US 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, Applicable 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 US BorrowerBorrower Representative, 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. (b) Subject to the provisions set forth in the definitions definition of “CDOR Period” and “Interest Period” herein, if any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be.