Common use of Payments by the Credit Parties Clause in Contracts

Payments by the Credit Parties. (a) All payments (including prepayments) to be made by each Credit Party on account of principal, interest, fees and other amounts required hereunder shall (i) be made without set-off, recoupment, counterclaim or deduction of any kind, (ii) unless otherwise expressly provided herein, be made to Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Agent (or such other address as Agent may from time to time specify by written notice to the Purchasers and the Issuer in accordance with Section 9.2), including payments utilizing the ACH system, and (iii) be made in Dollars and by wire transfer or ACH transfer in immediately available funds (which shall be the exclusive means of payment hereunder), no later than noon (New York City time) on the date due. Any payment which is received by Agent later than noon (New York City time) shall be deemed to have been received on the immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. The Issuer 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. (b) Subject to the provisions set forth in the definition of “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 (c) After any or all of the Obligations have been accelerated (so long as such acceleration has not been rescinded), the Required Purchasers may by written notice to the Issuer and the Purchasers require that any and all payments made by or on behalf of any Credit Party in respect of any Obligation (including proceeds of Collateral) shall be applied in accordance with clauses first through sixth below: first, to payment of costs and expenses, including Attorney Costs, of Agent payable or reimbursable by the Credit Parties under the Note Documents; second, to payment of costs and expenses, including Attorney Costs, of the Purchasers payable or reimbursable by the Credit Parties under the Note Documents; third, to payment of all accrued unpaid interest on the Obligations and fees owed to Agent and the Purchasers; fourth, to payment of principal of the Obligations; 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, including the Issuer, as the case may be. 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 Purchasers 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 Credit Parties. Subject to the security principles described in Section 11.8, (a) All payments (including prepayments) to be made by each Credit Party on account of principal, interest, fees and other amounts required hereunder shall (i) be made without set-off, recoupment, counterclaim or deduction of any kind, (ii) unless shall, except as otherwise expressly provided herein, be made to Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Agent (or such other address as Agent may from time to time specify by written notice to the Purchasers and the Issuer in accordance with Section 9.2), including payments utilizing the ACH system, and (iii) shall be made in Dollars or Canadian Dollars, as applicable, and by wire transfer or ACH transfer in immediately available funds (which shall be the exclusive means of payment hereunder), no later than noon 2:00 p.m. (New York City time) on the date due. Any payment which is received by Agent later than noon 2:00 p.m. (New York City time) shall may in Agent’s discretion be deemed to have been received on the immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. The Issuer 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 Group hereby authorizes Agent and each Lender to make a Revolving Loan (which shall be a Base Rate Loan or Canadian Index Rate Loan 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 owing by such Borrower Group, 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 such Borrower Group or any of its Subsidiaries hereunder or under the other Loan Documents. (b) Subject to the provisions set forth in the definition of “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) After 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 seventh below. Notwithstanding any provision herein to the contrary, all amounts collected or received by Agent after any or all of the Obligations have been accelerated (so long as such acceleration has not been rescinded), the Required Purchasers may by written notice to the Issuer and the Purchasers require that any and all payments made by or on behalf of any Credit Party in respect of any Obligation (including proceeds of Collateral) , shall be applied in accordance with clauses first through sixth belowas follows: first, to payment of costs and expenses, including Attorney Costs, of Agent payable or reimbursable by the Credit Parties under the Note Loan Documents; second, to payment of costs and expenses, including Attorney Costs, Costs of the Purchasers Lenders payable or reimbursable by the Credit Parties Borrowers under the Note Documentsthis Agreement; third, to payment of all accrued unpaid interest on the Obligations and fees owed to Agent Agent, Lenders and the PurchasersL/C Issuers; fourth, to payment of principal of the ObligationsObligations (including, without limitation, L/C Reimbursement Obligations then due and payable and cash collateralization of unmatured L/C Reimbursement Obligations to the extent not then due and payable, but excluding any Obligations under any Secured Rate Contract, any Secured Bank Products and any Secured Commodities Hedging Contracts); fifth, to payment of any Obligations under any Secured Rate Contract, any Secured Bank Products and any Secured Commodities Hedging Contracts; sixth, to payment of any other amounts owing constituting Obligations; and sixthseventh, any remainder shall be for the account of and paid to whoever may be lawfully entitled thereto, including the Issuer, as the case may be. 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 Purchasers 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 fourth, fifth and fifth sixth above. Notwithstanding the foregoing provisions of subsection 1.10(c), payments from each Borrower Group and proceeds of its Collateral shall be applied to pay that Borrower Group’s Obligations in the order set forth above; in the case of items first and second, to the extent of its Ratable 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, that Borrower Group or guaranteed by such Borrower Group; in the case of item fourth, to the principal and cash collateralization of Loans advanced to such Borrower Group and Letters of Credit for its account or guaranteed by such Borrower Group; in the case of item fifth, on a pro rata basis to the Obligations under that Borrower Group’s Secured Rate Contracts, Secured Bank Products and Secured Commodities Hedging Contracts or guaranteed by such Borrower Group; in the case of item sixth, to any such Obligations attributable to such Borrower Group; and thereafter, to the extent such Borrower Group is otherwise liable for the Obligations of the other Borrower Groups and/or Credit Parties hereunder, to the Obligations of such other Borrower Groups and/or Credit Parties in the same order of priority.

Payments by the Credit Parties. (a) All payments (including prepayments) to be made by each Credit Party on account of principal, interest, fees and other amounts required hereunder shall (i) be made without set-off, recoupment, counterclaim or deduction of any kind, (ii) unless otherwise expressly provided herein, be made to Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Agent (or such other address as Agent may from time to time specify by written notice to the Purchasers and the Issuer in accordance with Section 9.2), including payments utilizing the ACH system, and (iii) be made in Dollars and by wire transfer or ACH transfer in immediately available funds (which shall be the exclusive means of payment hereunder), no later than noon (New York City time) on the date due. Any payment which is received by Agent later than noon (New York City time) shall be deemed to have been received on the immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. The Issuer 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. (b) Subject to the provisions set forth in the definition of “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) After any or all of the Obligations have been accelerated (so long as such acceleration has not been rescinded), the Required Purchasers may by written notice to the Issuer and the Purchasers require that any and all payments made by or on behalf of any Credit Party in respect of any Obligation (including proceeds of Collateral) shall be applied in accordance with clauses first through sixth below: first, to payment of costs and expenses, including Attorney Costs, of Agent payable or reimbursable by the Credit Parties under the Note Documents; Table of Contents second, to payment of costs and expenses, including Attorney Costs, of the Purchasers payable or reimbursable by the Credit Parties under the Note Documents; third, to payment of all accrued unpaid interest on the Obligations and fees owed to Agent and the Purchasers; fourth, to payment of principal of the Obligations; 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, including the Issuer, as the case may be. 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 Purchasers 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 Credit Parties. (a) All Except as provided in Article XI, all payments (including prepayments) to be made by each Credit Party on account of principal, interest, fees and other amounts required hereunder shall (i) be made without set-offset‑off, recoupment, counterclaim or deduction of any kind, (ii) unless shall, except as otherwise expressly provided herein, be made to Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Agent Schedule 10.2 (or such other address as Agent may from time to time specify by written notice to the Purchasers and the Issuer in accordance with Section 9.210.2), including payments utilizing the ACH system, and (iii) shall be made in Dollars and by wire transfer or ACH transfer in immediately available funds (which shall be the exclusive means of payment hereunder), no later than noon 4:00 p.m. (New York City prevailing Eastern time) on the date due. Any payment which is received by Agent later than noon 4:00 p.m. (New York City prevailing Eastern time) shall may in Agent’s discretion be deemed to have been received on the immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. The Issuer Borrowers and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral. The Borrowers hereby authorize Agent and each Lender to make a Revolving Loan (which may be a Swingline Loan) to pay (i) interest, principal (including 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 notice to the Borrower Representative, other fees, costs or expenses payable by a Credit Party or any of its Subsidiaries hereunder or under the other Loan Documents. (b) Subject to the provisions set forth in the definition of “Interest Period” herein, if If any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be. (c) After 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 Secured Obligation in accordance with clauses first through seventh 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), the Required Purchasers may by written notice to the Issuer and the Purchasers require that any and all payments made by or on behalf of any Credit Party in respect of any Obligation (including proceeds of Collateral) , shall be applied in accordance with clauses first through sixth belowas follows: first, to payment of costs and expenses, including Attorney Costs, expenses of Agent payable or reimbursable by the Credit Parties under the Note Loan Documents; second, to payment of costs and expenses, including Attorney Costs, of the Purchasers payable or reimbursable by the Credit Parties under the Note Documents; third, to payment of all accrued unpaid interest and principal of the Protective Overadvances to the extent not funded by the Lenders (other than Agent) for any reason; third, to payment of Secured Obligations constituting all accrued unpaid interest on the Obligations Floorplan Loans, Revolving Loans (including Protective Overadvances to the extent not paid according to clause second, above) and Swingline Loans and fees owed to Agent Agent, Lenders and the PurchasersL/C Issuers (other than amounts due under any Secured Rate Contract or Bank Product Agreement); fourth, to payment of Secured Obligations constituting unpaid principal of the Floorplan Loans, Revolving Loans (including Protective Overadvances to the extent not paid according to clause second, above) and Swingline Loans including, without limitation, L/C Reimbursement Obligations then due and cash collateralization of unmatured L/C Reimbursement Obligations to the extent not then due and payable (other than amounts due under any Secured Rate Contract or Bank Product Agreement); fifth, to payment of Secured Obligations constituting unpaid principal, interest, fees and all other amounts due under any Secured Rate Contract and ratably, up to the amount (after taking into account any amounts previously paid pursuant to this fifth tier during the continuation of the applicable Event of Default) of the most recently established Bank Product Reserve, which amount was established prior to the occurrence of, and not in contemplation of, the subject Event of Default, to the Bank Product Providers based upon amounts then certified by the applicable Bank Product Provider to Agent (in form and substance satisfactory to Agent) to be due and payable to such Bank Product Providers on account of Bank Product Obligations; fifthsixth, to payment of any other amounts owing constituting Secured Obligations; and sixthseventh, any remainder shall be for the account of and paid to whoever may be lawfully entitled thereto, including the Issuer, as the case may be. 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 category, (ii) each of the Purchasers 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 thirdfourth, fourth fifth and fifth abovesixth 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.