Common use of Payments Generally; Allocation of Proceeds Clause in Contracts

Payments Generally; Allocation of Proceeds. (a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or of amounts payable under Sections 2.08 or 2.09, or otherwise) prior to 2:00 p.m., New York City time, on the date when due, in immediately available funds, without set off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Lender to an account designated by the Lender in writing. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. (b) Any proceeds of Collateral received by the Lender for application under this Agreement (i) not constituting a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrower), or (ii) after an Event of Default has occurred and is continuing and the Lender so elects such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Lender from the Borrower, second, to pay interest then due and payable on the Loans and the Reimbursement Obligations, third, to prepay principal on the Loans and the unreimbursed Reimbursement Obligations on a pro rata basis, fourth, to pay an amount to the Lender equal to one hundred five percent (105%) of the undrawn LC Face Amount, to be held as cash collateral for such Obligations, and fifth, to the payment of any other Secured Obligation due to the Lender by the Borrower. The Lender shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. (c) At the election of the Lender, all payments of fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 8.03), and other sums payable as of the Effective Date under the Loan Documents, may be paid from the proceeds of the Initial Loan made hereunder.

Payments Generally; Allocation of Proceeds. (a) The Borrower Borrowers shall make each payment required to be made by it them hereunder (whether of principal, interest interest, fees or feesreimbursement of LC Disbursements, or of amounts payable under Sections 2.08 Section 2.14, 2.15 or 2.092.16, or otherwise) prior to 2:00 p.m., New York City Denver, Colorado time, on the date when due, in immediately available funds, without set set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Lender to an account designated by the Lender in writingat its offices at its Payment Office. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. (b) Any proceeds of Collateral payments received by the Lender for application under this Agreement (including from proceeds of Collateral) (i) not constituting either (A) a specific payment of principal, interest, fees or other sum sums payable under the Loan Documents (which shall be applied as specified by the BorrowerBorrowers), (B) a mandatory prepayment (which shall be applied in accordance with Section 2.10), or (iiC) after amounts to be applied from the Springing Blocked Collection Account during an Availability Trigger Period (which shall be applied in accordance with Section 2.09(c)), shall be applied by the Lender to the payment of the Secured Obligations in such order as the Lender may elect in its sole discretion. Notwithstanding the foregoing, amounts received from any Loan Party shall not be applied to any Excluded Swap Obligation of such Loan Party. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrowers, or unless an Event of Default has occurred and is continuing and in existence, the Lender so elects such funds shall be applied ratably firstnot apply any payment which it receives to any Eurodollar Loan of a Class, to pay any feesexcept (a) on the expiration date of the Interest Period applicable thereto or (b) in the event, indemnities, or expense reimbursements including amounts then due and only to the Lender from the Borrowerextent, second, to pay interest then due and payable on the that there are no outstanding Base Rate Loans and the Reimbursement Obligations, third, to prepay principal on the Loans and the unreimbursed Reimbursement Obligations on a pro rata basis, fourth, to pay an amount to the Lender equal to one hundred five percent (105%) of the undrawn LC Face Amountsame Class and, to be held as cash collateral for in any such Obligationsevent, and fifth, to the Borrowers shall pay the break funding payment of any other Secured Obligation due to the Lender by the Borrowerrequired in accordance with Section 2.15. The Lender shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. (c) At the election of the Lender, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees fees, costs and expenses pursuant to Section 8.03), and other sums payable as of chargeable to or required to be paid by the Effective Date Borrowers under the Loan Documents, may be paid from the proceeds of Borrowings made hereunder whether made following a request by the Initial Borrowers pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of any Borrower maintained with the Lender. Each Borrower hereby irrevocably authorizes (i) the Lender, even if the conditions precedent set forth in Section 4.02 have not been satisfied, to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan made hereunderDocuments and agrees that all such amounts charged shall constitute Loans (but such a Borrowing may only constitute a Protective Advance if it is to reimburse costs, fees and expenses as described in Section 8.03) and that all such Borrowings shall be deemed to have been requested pursuant to Sections 2.03 or 2.04, as applicable and (ii) the Lender to charge any deposit account of any Borrower maintained with the Lender for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents. (d) The Lender may from time to time provide the Borrowers with account statements or invoices with respect to any of the Secured Obligations (the “Statements”). The Lender is under no duty or obligation to provide Statements, which, if provided, will be solely for the Borrowers’ convenience. Statements may contain estimates of the amounts owed during the relevant billing period, whether of principal, interest, fees or other Secured Obligations. If the Borrowers pay the full amount indicated on a Statement on or before the due date indicated on such Statement, the Borrowers shall not be in default of payment with respect to the billing period indicated on such Statement; provided, that acceptance by the Lender of any payment that is less than the total amount actually due at that time (including but not limited to any past due amounts) shall not constitute a waiver of the Lender’s right to receive payment in full at another time.

Payments Generally; Allocation of Proceeds. (a) The Borrower shall make each payment required to be made by it (including principal of or interest on any Borrowing or any fees or other amounts) hereunder (whether of principal, interest or fees, or of amounts payable and under Sections 2.08 or 2.09, or otherwise) prior to any other Loan Document not later than 2:00 p.m., New York City time, on the date when due, due in immediately available fundsDollars, without set off setoff, defense or counterclaim. Each such payment shall be made to the Administrative Agent at its offices described in writing to the Borrower from time to time. Any amounts payments received by the Administrative Agent after such time on any date 2:00 p.m., New York City time, may, in the discretion of the LenderAdministrative Agent’s sole discretion, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereonDay. All such Subject to Article VIII, the Administrative Agent shall promptly distribute to each Lender any payments shall be made to the Lender to an account designated received by the Lender in writing. If Administrative Agent on behalf of such Lender. (b) Except as otherwise expressly provided herein, whenever any payment (including principal of or interest on any Borrowing or any fees or other amounts) hereunder or under any other Loan Document shall be due become due, or otherwise would occur, on a day that is not a Business Day, the date for such payment shall may be extended to made on the next succeeding Business Day, and, and such extension of time shall in such case be included in the case computation of any payment accruing interestinterest or fees, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollarsif applicable. (bc) Any proceeds of Collateral received by the Lender for application under this Agreement (i) not constituting a specific payment of principal, interest, fees Administrative Agent or other sum payable under the Loan Documents (which shall be applied as specified by the Borrower), or (ii) Collateral Agent after an Event of Default has occurred and is continuing and the Lender Administrative Agent so elects or the Required Lenders so direct, such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Lender Administrative Agent and the Collateral Agent from the BorrowerBorrower (other than in connection with Secured Bank Services Obligations or Secured Swap Obligations) ratably, second, to pay any fees or expense reimbursements then due to the Lenders from the Borrower (other than in connection with Secured Bank Services Obligations or Secured Swap Obligations) ratably, third, to pay interest then due and payable on the Loans and the Reimbursement Obligationsratably, thirdfourth, to prepay principal on the Loans and the unreimbursed Reimbursement Obligations on a pro rata basisratably, fourth, to pay an amount to the Lender equal to one hundred five percent (105%) of the undrawn LC Face Amount, to be held as cash collateral for such Obligations, and fifth, to the ratable payment of any amounts owing with respect to Secured Bank Services Obligations and Secured Swap Obligations that are Secured Obligations (with respect to any Agent, Lender or Affiliate thereof), sixth, to the ratable payment of any other Secured Obligation due to the Administrative Agent, the Collateral Agent or any Lender by the Borrower, and seventh, any balance remaining after the Secured Obligations shall have been paid in full shall be paid over to the Borrower. The Lender Each of the Administrative Agent and the Lenders shall have the continuing and exclusive right to to, after an Event of Default has occurred and is continuing and the Administrative Agent so elects or the Required Lenders so direct, apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. Notwithstanding the foregoing, no amount received from any Loan Guarantor shall be applied to any Excluded Swap Obligation of such Loan Guarantor. (c) At the election of the Lender, all payments of fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 8.03), and other sums payable as of the Effective Date under the Loan Documents, may be paid from the proceeds of the Initial Loan made hereunder.

Payments Generally; Allocation of Proceeds. (a) The 2.11.1 Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or interest, fees, or of amounts payable under Sections 2.08 Section 2.8 or 2.092.9, or otherwise) prior to 2:00 p.m.1:00 p.m. New York, New York City time, time on the date when due, in immediately available funds, without set off setoff or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to Lender at the address for payment specified in writing by Lender to an Borrower, except that payments pursuant to Sections 2.9 and 10.3 shall be made directly to the Persons entitled thereto. Lender shall distribute any such payments received by it for the account designated by of any other Person to the Lender in writingappropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollarsDollars. (b) 2.11.2 Any proceeds of Collateral received by the Lender for application under this Agreement (i) not constituting a specific payment of principal, interest, fees or other sum payable under the Loan Documents mandatory prepayment (which shall be applied as specified in accordance with Section 2.6), may be applied to the Obligations by the Borrower)Lender in any order of application, or (ii) after an Event as determined by Lender in its sole discretion. 2.11.3 Borrower hereby irrevocably authorizes Lender to charge any deposit account of Default has occurred and is continuing and the Lender so elects such funds shall be applied ratably firstBorrower maintained with Lender, to pay any feesif applicable, indemnities, or expense reimbursements including amounts then due to the Lender from the Borrower, second, to pay interest then due and payable on the Loans and the Reimbursement Obligations, third, to prepay principal on the Loans and the unreimbursed Reimbursement Obligations on a pro rata basis, fourth, to pay an amount to the Lender equal to one hundred five percent (105%) of the undrawn LC Face Amount, to be held as cash collateral for such Obligations, and fifth, to the each payment of principal, interest and fees as it becomes due hereunder or any other Secured Obligation amount due to the Lender by the Borrower. The Lender shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. (c) At the election of the Lender, all payments of fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 8.03), and other sums payable as of the Effective Date under the Loan Documents, may be paid from the proceeds of the Initial Loan made hereunder.

Payments Generally; Allocation of Proceeds. (a) The Borrower Borrowers shall make each payment required to be made by it them hereunder (whether of principal, interest interest, fees or feesreimbursement of LC Disbursements, or of amounts payable under Sections 2.08 Section 2.14, 2.15 or 2.092.16, or otherwise) prior to 2:00 p.m., New York City Dallas, Texas time, on the date when due, in immediately available funds, without set set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Lender to an account designated by the Lender in writingat its offices at 00 Xxxxx Xxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxxxxx. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. (b) Any proceeds of Collateral received by the Lender for application under this Agreement (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the BorrowerBorrowers), (B) a mandatory prepayment (which shall be applied in accordance with Section 2.10) or (C) amounts to be applied from the Collection Account when Cash Dominion is in effect (which shall be applied in accordance with Section 2.09(a)) or (ii) after an Event of Default has occurred and is continuing and the Lender so elects such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Lender from the BorrowerBorrowers, second, to pay interest due in respect of the Protective Advances, third, to pay the principal of the Protective Advances, fourth, to pay interest then due and payable on the Loans and (other than the Reimbursement ObligationsProtective Advances), thirdfifth, to prepay principal on the Loans (other than the Protective Advances) and the unreimbursed Reimbursement Obligations on a pro rata basisLC Disbursements, fourthsixth, to pay an amount to the Lender equal to one hundred five percent (105%) of the aggregate undrawn face amount of all outstanding Letters of Credit and the aggregate amount of any unpaid LC Face AmountDisbursements, to be held as cash collateral for such Obligations, seventh, to payment of any amounts owing with respect to Banking Services and fifthSwap Obligations, and eighth, to the payment of any other Secured Obligation due to the Lender by the BorrowerBorrowers. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower Representative, or unless a Default is in existence, the Lender shall not apply any payment which it receives to any Eurodollar Loan, except (a) on the expiration date of the Interest Period applicable thereto or (b) in the event, and only to the extent, that there are no outstanding CBFR Loans and, in any such event, the Borrowers shall pay the break funding payment required in accordance with Section 2.15. The Lender shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. (c) At the election of the Lender, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 8.03), and other sums payable as of the Effective Date under the Loan Documents, may be paid from the proceeds of Borrowings made hereunder whether made following a request by the Initial Borrower Representative pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of any Borrower maintained with the Lender. Each Borrower hereby irrevocably authorizes (i) the Lender to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan made hereunderDocuments and agrees that all such amounts charged shall constitute Loans (but such a Borrowing may only constitute a Protective Advance if it is to reimburse costs, fees and expenses as described in Section 8.03) and that all such Borrowings shall be deemed to have been requested pursuant to Sections 2.03 or 2.04, as applicable and (ii) the Lender to charge any deposit account of any Borrower maintained with the Lender for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.

Payments Generally; Allocation of Proceeds. (a) The Borrower Borrowers shall make each payment required to be made by it them hereunder (whether of principal, interest interest, fees or feesreimbursement of LC Disbursements, or of amounts payable under Sections 2.08 2.13, 2.14 or 2.092.15, or otherwise) prior to 2:00 p.m., New York City timeEastern Standard Time, on the date when due, in immediately available funds, without set set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Lender to an account designated by the Lender in writingat its offices at 0000 Xxxx Xxxxx Xxxxxx - 00xx xxxxx, Xxxxxxxxx, XX 00000-0000. If Unless otherwise provided for herein, if any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. (b) Any proceeds of Collateral received by the Lender for application under this Agreement (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the BorrowerBorrowers), or (B) a mandatory prepayment (which shall be applied in accordance with Section 2.09) or (ii) after an Event of Default has occurred and is continuing and the Lender so elects elects, such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Lender from the BorrowerBorrowers, second, to pay interest then due and payable on the Loans and the Reimbursement Obligationsratably, third, to prepay principal on the Loans and unreimbursed LC Disbursements and to pay any amounts owing with respect to Swap Agreement Obligations, ratably (with amounts allocated to the unreimbursed Reimbursement Obligations on a pro rata basisTerm Loans and CapEx Loans and/or CapEx Term Loans of any Class applied to reduce the subsequent scheduled repayments of the Term Loans and CapEx Loans and/or CapEx Term Loans of such Class to be made pursuant to Section 2.08 in inverse order of maturity, fourth, to pay an amount to the Lender equal to one hundred five percent (105%) of the undrawn aggregate LC Face AmountExposure, to be held as cash collateral for such Obligations, fifth, to the payment of any amounts owing with respect to Banking Services Obligations, and fifthsixth, to the payment of any other Secured Obligation due to the Lender by from the BorrowerBorrowers or any other Loan Party. The Lender shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. (c) At the election of the Lender, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees fees, costs and expenses pursuant to Section 8.03), and other sums payable as of the Effective Date under the Loan Documents, may be paid from the proceeds of the Initial Loan Borrowings made hereunder, whether made following a request by the Borrower Representative pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of any Borrower maintained with the Lender. The Borrowers hereby irrevocably authorize (i) the Lender to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agree that all such amounts charged shall constitute Loans, and that all such Borrowings shall be deemed to have been requested pursuant to Section 2.03 and (ii) the Lender to charge any deposit account of any Borrower maintained with the Lender for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents. (d) The Lender may from time to time provide the Borrowers with account statements or invoices with respect to any of the Secured Obligations (the “Statements”). The Lender is under no duty or obligation to provide Statements, which, if provided, will be solely for the Borrowers’ convenience. Statements may contain estimates of the amounts owed during the relevant billing period, whether of principal, interest, fees or other Secured Obligations. If the Borrowers pay the full amount indicated on a Statement on or before the due date indicated on such Statement, the Borrowers shall not be in default of payment with respect to the billing period indicated on such Statement; provided, that acceptance by the Lender of any payment that is less than the total amount actually due at that time (including but not limited to any past due amounts) shall not constitute a waiver of the Lender’s right to receive payment in full at another time.

Payments Generally; Allocation of Proceeds. (a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest interest, fees or feesreimbursement of LC Disbursements, or of amounts payable under Sections 2.08 2.13, 2.14 or 2.092.15, or otherwise) prior to 2:00 p.m., New York City Pacific time, on the date when due, in immediately available funds, without set off set‑off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Lender to an account designated by the Lender in writingat its offices at 00 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, XX 00000. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. (b) Any proceeds of Collateral received by the Lender for application under this Agreement (i) not constituting a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrower), or (ii) after an Event of Default has occurred and is continuing and the Lender so elects such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Lender from the Borrower, second, to pay interest then due and payable on the Loans and the Reimbursement Obligations, third, to prepay principal on the Loans and the unreimbursed Reimbursement Obligations on a pro rata basis, fourth, to pay an amount to the Lender equal to one hundred five percent (105%) of the undrawn LC Face Amount, to be held as cash collateral for such Obligations, and fifth, to the payment of any other Secured Obligation due to the Lender by the Borrower. The Lender shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. (c) At the election of the Lender, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees fees, costs and expenses pursuant to Section 8.03), and other sums payable as of the Effective Date under the Loan Documents, may be paid from the proceeds of the Initial Loan Borrowings made hereunder, whether made following a request by the Borrower pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of the Borrower maintained with the Lender. The Borrower hereby irrevocably authorizes the Lender to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans, and that all such Borrowings shall be deemed to have been requested pursuant to Section 2.03. (c) The Lender may from time to time provide the Borrower with account statements or invoices with respect to any of the Obligations (the “Statements”). The Lender is under no duty or obligation to provide Statements, which, if provided, will be solely for the Borrower’s convenience. Statements may contain estimates of the amounts owed during the relevant billing period, whether of principal, interest, fees or other Obligations. If the Borrower pays the full amount indicated on a Statement on or before the due date indicated on such Statement, the Borrower shall not be in default of payment with respect to the billing period indicated on such Statement; provided, that acceptance by the Lender of any payment that is less than the total amount actually due at that time (including but not limited to any past due amounts) shall not constitute a waiver of the Lender’s right to receive payment in full at another time.

Payments Generally; Allocation of Proceeds. (a) The Unless otherwise specified, the Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or feesfees or reimbursements, or of amounts payable under Sections 2.08 or 2.09Section 2.06, or otherwise) prior to 2:00 p.m., New York City time, p.m. on the date when due, in immediately available fundsfunds in Cash in Dollars, without set set-off (except as otherwise provided in Section 2.06) or counterclaim; provided that, if agreed by the Lender as part of a transaction that is not otherwise prohibited by this Agreement, the Borrower may make any payment required to be made in immediately available funds by it hereunder to the Lender in respect of the Lender’s Loan in any other form of consideration as the Lender may agree to accept in its sole discretion. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Lender to an the applicable account designated to the Borrower by the Lender in writing. If any payment hereunder Lender, except that payments pursuant to Section 2.06 and 8.03 shall be due on a day that is not a Business Day, the date for payment shall be extended made directly to the next succeeding Business Day, and, Persons entitled thereto. The Lender shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. Subject to the proviso set forth in the case first sentence of any payment accruing interestthis paragraph, interest thereon shall be payable for the period of such extension. All all payments hereunder shall be made in dollars. (b) Any Cash and in Dollars. Subject in all respects to the provisions of any Acceptable Intercreditor Agreement then in effect, all proceeds of Collateral received by the Lender for application under this Agreement (i) not constituting a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrower), or (ii) after an Event of Default has occurred and is continuing or all or any portion of the Loan shall have been accelerated hereunder pursuant to Section 7.01, shall, upon election by the Lender, be applied, first, to the payment of all costs and expenses then due incurred by the Lender in connection with any collection, sale or realization on Collateral or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations, including all court costs and the fees and expenses of agents and legal counsel, the repayment of all advances made by the Lender so elects such funds shall be applied ratably firsthereunder or under any other Loan Document on behalf of any Loan Party and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document, second, to pay any fees, indemnities, indemnities or expense reimbursements including amounts then due to the Lender (other than those covered in clause first above) from the Borrower, second, to pay interest then due and payable on the Loans and the Reimbursement Borrower constituting Obligations, third, to prepay principal on in accordance with the Loans and amounts of the unreimbursed Reimbursement Obligations on a pro rata basis, fourth, to pay an amount (other than contingent indemnification obligations for which no claim or demand has been made) owed to the Lender equal to one hundred five percent (105%) on the date of the undrawn LC Face Amount, to be held as cash collateral for any such Obligations, and fifthdistribution, to the payment of any other Secured Obligation due to the Lender by the Borrower. The Lender shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion in full of the Secured Obligations. , and fourth, after payment in full of all Obligations (c) At the election of the Lender, all payments of fees, premiums, reimbursable expenses (including, without limitation, all reimbursement other than contingent indemnification obligations for fees and expenses pursuant to Section 8.03which no claim or demand has been made), and other sums payable to, or at the direction of, the Borrower or as a court of the Effective Date under the Loan Documents, competent jurisdiction may be paid from the proceeds of the Initial Loan made hereunderotherwise direct.

Payments Generally; Allocation of Proceeds. (a) The 2.11.1 Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or interest, fees, or of amounts payable under Sections 2.08 Section 2.8 or 2.092.9, or otherwise) prior to 2:00 p.m.1:00 p.m. Minneapolis, New York City time, Minnesota time on the date when due, in immediately available funds, without set off setoff or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to Lender at the address for payment specified in writing by Lender to an Borrower, except that payments pursuant to Sections 2.9 and 10.3 shall be made directly to the Persons entitled thereto. Lender shall distribute any such payments received by it for the account designated by of any other Person to the Lender in writingappropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollarsDollars. (b) 2.11.2 Any proceeds of Collateral received by the Lender for application under this Agreement (i) not constituting a specific payment of principal, interest, fees or other sum payable under the Loan Documents mandatory prepayment (which shall be applied as specified in accordance with Section 2.6), may be applied to the Obligations by the Borrower)Lender in any order of application, as determined by Lender in its sole discretion. 2.11.3 Borrower hereby irrevocably authorizes (a) Lender to make a Revolving Loan for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or (ii) after an Event of Default has occurred any other amount due under the Loan Documents and is continuing agrees that all such amounts charged shall constitute Revolving Loans and the Lender so elects that all such funds Revolving Loans shall be applied ratably first, deemed to pay any fees, indemnities, or expense reimbursements including amounts then due to the Lender from the Borrower, second, to pay interest then due and payable on the Loans and the Reimbursement Obligations, third, to prepay principal on the Loans and the unreimbursed Reimbursement Obligations on a pro rata basis, fourth, to pay an amount to the Lender equal to one hundred five percent (105%) of the undrawn LC Face Amount, to be held as cash collateral for such Obligations, and fifth, to the payment of any other Secured Obligation due to the Lender by the Borrower. The Lender shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. (c) At the election of the Lender, all payments of fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses been requested pursuant to Section 8.03)2.3, and (b) Lender to charge any deposit account of Borrower maintained with Lender for each payment of principal, interest and fees as it becomes due hereunder or any other sums payable as of the Effective Date amount due under the Loan Documents, may be paid from the proceeds of the Initial Loan made hereunder.

Payments Generally; Allocation of Proceeds. (a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest interest, fees or feesreimbursement of LC Disbursements, or of amounts payable under Sections 2.08 Section 2.14, 2.15 or 2.092.16, or otherwise) prior to 2:00 p.m., New York City Chicago time, on the date when due, in immediately available funds, without set set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Lender to an account designated by the Lender in writingat its offices at 00 Xxxxx Xxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxxxxx. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. (b) Any proceeds At the election of Collateral received by the Lender for application under this Agreement (i) not constituting Borrower or, if a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrower), or (ii) after an Event of Default has occurred and is continuing and the Lender so elects such funds shall be applied ratably firstcontinuing, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Lender from the Borrower, second, to pay interest then due and payable on the Loans and the Reimbursement Obligations, third, to prepay principal on the Loans and the unreimbursed Reimbursement Obligations on a pro rata basis, fourth, to pay an amount to the Lender equal to one hundred five percent (105%) of the undrawn LC Face Amount, to be held as cash collateral for such Obligations, and fifth, to the payment of any other Secured Obligation due to the Lender by the Borrower. The Lender shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. (c) At at the election of the Lender, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 8.03), and other sums payable as of the Effective Date under the Loan Documents, may be paid from the proceeds of Borrowings made hereunder whether made following a request by the Initial Borrower pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of the Borrower maintained with the Lender. If a Default has occurred and is continuing, the Borrower hereby irrevocably authorizes (i) the Lender to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan made hereunderDocuments and agrees that all such amounts charged shall constitute Loans and that all such Borrowings shall be deemed to have been requested pursuant to Sections 2.03 or 2.04, as applicable and (ii) the Lender to charge any deposit account of the Borrower maintained with the Lender for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.

Payments Generally; Allocation of Proceeds. (a) The Borrower shall make each payment required to be made by it them hereunder (whether of principal, interest or fees, or of amounts payable under Sections 2.08 or 2.09, or otherwise) prior to 2:00 p.m., New York City time, p.m. on the date when due, in immediately available fundsfunds in U.S. dollars, without set off setoff, recoupment or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lender, shall be deemed to have been received by Lender on the next succeeding immediately following Business Day for purposes of calculating interest thereonDay. All such payments shall be made to the Lender at its offices at 00 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx X0, Xxxxxxx, Xxxxxxxx (or such other location as Lender may specify to an account designated by the Lender Borrower in writing). If Unless otherwise provided for herein, if any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. (b) Any payments received by Lender (including from proceeds of Collateral received by the Lender for application under this Agreement (iCollateral) not constituting either (A) a specific payment of principal, interest, fees or other sum sums payable under the Loan Documents (which shall be applied as specified by the Borrower), or (iiB) after an Event of Default has occurred and is continuing and the Lender so elects such funds a mandatory prepayment (which shall be applied ratably firstin accordance with Section 2.07), to pay any fees, indemnities, or expense reimbursements including amounts then due to the shall be applied by Lender from the Borrower, second, to pay interest then due and payable on the Loans and the Reimbursement Obligations, third, to prepay principal on the Loans and the unreimbursed Reimbursement Obligations on a pro rata basis, fourth, to pay an amount to the Lender equal to one hundred five percent (105%) of the undrawn LC Face Amount, to be held as cash collateral for such Obligations, and fifth, to the payment of any other the Secured Obligation due to the Obligations in such order as Lender by the Borrowermay elect in its sole discretion. The Lender shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. (c) At the election of the Lender, all payments of principal, interest, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees fees, costs and expenses pursuant to Section 8.039.03), and other sums payable as of the Effective Date chargeable to or required to be paid by Borrower under the Loan Documents, may be paid from the proceeds of Loans made hereunder whether made following a request by Borrower pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of any Borrower maintained with Lender. Each Borrower hereby irrevocably (i) authorizes Lender, even if the Initial conditions precedent set forth in Section 4.02 have not been satisfied, to make a Loan made hereunderfor the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute a Loan and that all such Loans shall be deemed to have been requested pursuant to Sections 2.03, and (ii) authorizes Lender to charge any deposit account of any Borrower maintained with Lender for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents. (d) Lender may from time to time in its discretion and solely for Borrower’ convenience provide Borrower with account statements with respect to any of the Secured Obligations (the “Statements”). The Statements may contain estimates of the amounts owed during the relevant billing period. If Borrower pay the full amount indicated on a Statement on or before the due date indicated on such Statement, Borrower shall not be in default of payment with respect to the billing period indicated on such Statement; provided, that acceptance by Lender of any payment that is less than the total amount actually due at that time shall not constitute a waiver of Lender’s right to receive payment in full at another time.

Payments Generally; Allocation of Proceeds. (a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or interest, fees, or of amounts payable under Sections 2.08 2.13, 2.14 or 2.092.15, or otherwise) prior to 2:00 p.m., New York City Eastern time, on the date when due, in immediately available funds, without set set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Lender to an account designated by the Lender in writingat its offices at 00 Xxxxxx Xxxxx, X.X. Xxx 000, Xxxxxxxxx, XX 00000. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. Notwithstanding the foregoing, the Borrower irrevocably authorizes the Lender to debit all payments required to be made by Borrower hereunder, under the Revolving Loans, the Term Loan or under any of the Loan Documents, on the date due, from any deposit account maintained by Borrower with Lender. (b) Any proceeds of Collateral received by the Lender for application under this Agreement (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrower), or (B) a mandatory prepayment (which shall be applied in accordance with Section 2.09) or (ii) after an Event of Default has occurred and is continuing and the Lender so elects elects, such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Lender from the Borrower, second, to pay interest then due and payable on the Loans and the Reimbursement Obligationsratably, third, to prepay principal on the Loans and to pay any amounts owing with respect to Swap Agreement Obligations, ratably (with amounts allocated to the unreimbursed Reimbursement Obligations on a pro rata basisTerm Loan to reduce the subsequent scheduled repayments of the Term Loan to be made pursuant to Section 2.08 in inverse order of maturity), fourth, to pay an amount the payment of any amounts owing with respect to the Lender equal to one hundred five percent (105%) of the undrawn LC Face Amount, to be held as cash collateral for such Banking Services Obligations, and fifth, to the payment of any other Secured Obligation due to the Lender from the Borrower or any other Loan Party. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless a Default is in existence, the Lender shall not apply any payment which it receives to any LIBOR Rate Loan of a Class, except (i) on the expiration date of the Interest Period applicable thereto, or (ii) in the event, and only to the extent, that there are no outstanding UBTCFR Loans of the same Class and, in any such event, the Borrower shall pay the break funding payment required in accordance with Section 2.14. The Lender shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. (c) At the election of the Lender, all payments of principal, interest, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees fees, costs and expenses pursuant to Section 8.03), and other sums payable as of the Effective Date under the Loan Documents, may be paid from the proceeds of the Initial Loan Borrowings made hereunder, whether made following a request by the Borrower pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of the Borrower maintained with the Lender. The Borrower hereby irrevocably authorizes (i) the Lender to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans, and that all such Borrowings shall be deemed to have been requested pursuant to Sections 2.03 and (ii) the Lender to charge any deposit account of the Borrower maintained with the Lender for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents. (d) The Lender may from time to time provide the Borrower with account statements or invoices with respect to any of the Secured Obligations (the “Statements”). The Lender is under no duty or obligation to provide Statements, which, if provided, will be solely for the Borrower’s convenience. Statements may contain estimates of the amounts owed during the relevant billing period, whether of principal, interest, fees or other Secured Obligations. If the Borrower pays the full amount indicated on a Statement on or before the due date indicated on such Statement, the Borrower shall not be in default of payment with respect to the billing period indicated on such Statement; provided, that acceptance by the Lender of any payment that is less than the total amount actually due at that time (including but not limited to any past due amounts) shall not constitute a waiver of the Lender’s right to receive payment in full at another time.

Payments Generally; Allocation of Proceeds. (a) The Borrower Borrowers shall make each payment required to be made by it them hereunder (whether of principal, interest interest, fees or feesreimbursement of LC Disbursements, or of amounts payable under Sections 2.08 2.13, 2.14 or 2.092.15, or otherwise) prior to 2:00 p.m., New York City timeEastern Standard Time, on the date when due, in immediately available funds, without set set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Lender to an account designated by the Lender in writingat its offices at 0000 Xxxx Xxxxx Xxxxxx - 00xx xxxxx, Xxxxxxxxx, XX 00000-0000. If Unless otherwise provided for herein, if any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. (b) Any proceeds of Collateral received by the Lender for application under this Agreement (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the BorrowerBorrowers), or (B) a mandatory prepayment (which shall be applied in accordance with Section 2.09) or (ii) after an Event of Default has occurred and is continuing and the Lender so elects elects, such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Lender from the BorrowerBorrowers, second, to pay interest then due and payable on the Loans and the Reimbursement Obligationsratably, third, to prepay principal on the Loans and unreimbursed LC Disbursements and to pay any amounts owing with respect to Swap Agreement Obligations, ratably (with amounts allocated to the unreimbursed Reimbursement Obligations on a pro rata basisTerm Loans of any Class applied to reduce the subsequent scheduled repayments of the Term Loans of such Class to be made pursuant to Section 2.08 in inverse order of maturity, fourth, to pay an amount to the Lender equal to one hundred five percent (105%) of the undrawn aggregate LC Face AmountExposure, to be held as cash collateral for such Obligations, fifth, to the payment of any amounts owing with respect to Banking Services Obligations, and fifthsixth, to the payment of any other Secured Obligation due to the Lender by from the BorrowerBorrowers or any other Loan Party. The Lender shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. (c) At the election of the Lender, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees fees, costs and expenses pursuant to Section 8.03), and other sums payable as of the Effective Date under the Loan Documents, may be paid from the proceeds of the Initial Loan Borrowings made hereunder, whether made following a request by the Borrower Representative pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of any Borrower maintained with the Lender. The Borrowers hereby irrevocably authorize (i) the Lender to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agree that all such amounts charged shall constitute Loans, and that all such Borrowings shall be deemed to have been requested pursuant to Section 2.03 and (ii) the Lender to charge any deposit account of any Borrower maintained with the Lender for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents. (d) The Lender may from time to time provide the Borrowers with account statements or invoices with respect to any of the Secured Obligations (the “Statements”). The Lender is under no duty or obligation to provide Statements, which, if provided, will be solely for the Borrowers’ convenience. Statements may contain estimates of the amounts owed during the relevant billing period, whether of principal, interest, fees or other Secured Obligations. If the Borrowers pay the full amount indicated on a Statement on or before the due date indicated on such Statement, the Borrowers shall not be in default of payment with respect to the billing period indicated on such Statement; provided, that acceptance by the Lender of any payment that is less than the total amount actually due at that time (including but not limited to any past due amounts) shall not constitute a waiver of the Lender’s right to receive payment in full at another time.

Payments Generally; Allocation of Proceeds. (a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest interest, fees or feesreimbursement of LC Disbursements, or of amounts payable under Sections 2.08 2.13, 2.14 or 2.092.15, or otherwise) prior to 2:00 p.m., New York City Detroit, Michigan time, on the date when due, in immediately available funds, without set set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Lender to an account at its office designated by the Lender in writingfrom time to time. If Unless otherwise provided for herein, if any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. (b) Any proceeds of Collateral received by the Lender for application under this Agreement (i) not constituting a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrower), or (ii) after an Event of Default has occurred and is continuing and the Lender so elects such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Lender from the Borrower, second, to pay interest then due and payable on the Loans and the Reimbursement Obligations, third, to prepay principal on the Loans and the unreimbursed Reimbursement Obligations on a pro rata basis, fourth, to pay an amount to the Lender equal to one hundred five percent (105%) of the undrawn LC Face Amount, to be held as cash collateral for such Obligations, and fifth, to the payment of any other Secured Obligation due to the Lender by the Borrower. The Lender shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. (c) At the election of the Lender, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees fees, costs and expenses pursuant to Section 8.03), and other sums due and payable as of the Effective Date under the Loan Documents, may be paid from the proceeds of the Initial Loan Loans made hereunder, whether made following a request by the Borrower pursuant to Section 2.03 or a deemed request as provided in this Section or, when any Default has occurred and is continuing, may be deducted from any deposit account of the Borrower maintained with the Lender. The Borrower hereby irrevocably authorizes (i) the Lender to make a Loan for the purpose of paying each payment of principal, interest and fees that has become due hereunder and is unpaid or any other amount that has become due and is unpaid under the Loan Documents and agrees that all such amounts charged shall constitute Loans, and that all such Loans shall be deemed to have been requested pursuant to Sections 2.03 and (ii) when the payment has become due and is unpaid or any Default has occurred and is continuing, the Lender to charge any deposit account of the Borrower maintained with the Lender for each payment of principal, interest and fees due hereunder or any other amount due under the Loan Documents. Without limitation of the foregoing, to effectuate any payment due under this Agreement or under any other Loan Documents, the Borrower hereby authorizes the Lender to initiate debit entries to Account Number 829459171 at the Lender and to debit the same to such account. This authorization to initiate debit entries shall remain in full force and effect until the Lender has received written notification of its termination in such time and in such manner as to afford the Lender a reasonable opportunity to act on it. The Borrower represents that the Borrower is and will be the owner of all funds in such account. The Borrower acknowledges: (1) that such debit entries may cause an overdraft of such account which may result in the Lender’s refusal to honor items drawn on such account until adequate deposits are made to such account; (2) that the Lender is under no duty or obligation to initiate any debit entry for any purpose; and (3) that if a debit is not made because the above-referenced account does not have a sufficient available balance, or otherwise, the payment may be late or past due. (c) The Lender may from time to time provide the Borrower with account statements or invoices with respect to any of the Obligations (the “Statements”). The Lender is under no duty or obligation to provide Statements, which, if provided, will be solely for the Borrower’s convenience. Statements may contain estimates of the amounts owed during the relevant billing period, whether of principal, interest, fees or other Obligations. If the Borrower pays the full amount indicated on a Statement on or before the due date indicated on such Statement, the Borrower shall not be in default of payment with respect to the billing period indicated on such Statement; provided, that acceptance by the Lender of any payment that is less than the total amount actually due at that time (including but not limited to any past due amounts) shall not constitute a waiver of the Lender’s right to receive payment in full at another time.

Payments Generally; Allocation of Proceeds. (a) The Borrower Borrowers shall make each payment required to be made by it hereunder (whether of principal, interest interest, fees or feesreimbursement of LC Disbursements, or of amounts payable under Sections 2.08 2.13, 2.14 or 2.092.15, or otherwise) prior to 2:00 p.m., New York City Detroit time, on the date when due, in immediately available funds, without set set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Lender to an account at its offices designated by the Lender in writingto the Borrower Representative from time to time. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. (b) Any proceeds of Collateral received by the Lender for application under this Agreement (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the BorrowerBorrowers), or (B) a mandatory prepayment (which shall be applied in accordance with Section 2.09) or (ii) after an Event of Default has occurred and is continuing and the Lender so elects elects, such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Lender from the BorrowerBorrowers, second, to pay interest then due and payable on the Loans and the Reimbursement Obligationsratably, third, to prepay principal on the Loans and unreimbursed LC Disbursements and to pay any amounts owing with respect to Swap Agreement Obligations, ratably (with amounts allocated to the unreimbursed Reimbursement Obligations on a pro rata basisTerm Loans of any Class applied to reduce the subsequent scheduled repayments of the Term Loans of such Class to be made pursuant to Section 2.08 in inverse order of maturity), fourth, to pay an amount to the Lender equal to one hundred five percent (105%) of the undrawn aggregate LC Face AmountExposure, to be held as cash collateral for such Obligations, and fifth, to the payment of any amounts owing with respect to Banking Services Obligations, sixth, to the payment of any other Secured Obligation due to the Lender from the Borrowers or any other Loan Party, and finally, any remaining surplus to the Borrower or as otherwise required by law. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the BorrowerBorrower Representative, or unless a Default is in existence, the Lender shall not apply any payment which it receives to any Eurodollar Loan of a Class, except (i) on the expiration date of the Interest Period applicable thereto, or (ii) in the event, and only to the extent, that there are no outstanding CBFR Loans of the same Class and, in any such event, the Borrowers shall pay the break funding payment required in accordance with Section 2.14. The Lender shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. (c) At the election of the Lender, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees fees, costs and expenses pursuant to Section 8.03), and other sums payable as of the Effective Date under the Loan Documents, may be paid from the proceeds of the Initial Loan Borrowings made hereunder, whether made following a request by the Borrower Representative pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of the Borrowers maintained with the Lender. The Borrowers hereby irrevocably authorize (i) the Lender to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans, and that all such Borrowings shall be deemed to have been requested pursuant to Sections 2.03 and (ii) the Lender to charge any deposit account of any Borrower maintained with the Lender for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents. (d) The Lender may from time to time provide the Borrowers with account statements or invoices with respect to any of the Secured Obligations (the “Statements”). The Lender is under no duty or obligation to provide Statements, which, if provided, will be solely for the Borrowers’ convenience. Statements may contain estimates of the amounts owed during the relevant billing period, whether of principal, interest, fees or other Secured Obligations. If the Borrowers pay the full amount indicated on a Statement on or before the due date indicated on such Statement, the Borrowers shall not be in default of payment with respect to the billing period indicated on such Statement; provided, that acceptance by the Lender of any payment that is less than the total amount actually due at that time (including but not limited to any past due amounts) shall not constitute a waiver of the Lender’s right to receive payment in full at another time.

Payments Generally; Allocation of Proceeds. (a) The Borrower shall make each payment or prepayment required to be made by it hereunder (whether of principal, interest interest, fees or feesreimbursement of LC Disbursements, or of amounts payable under Sections 2.08 2.13, 2.14 or 2.092.15, or otherwise) prior to 2:00 5:00 p.m., New York City Eastern time, on the date when duedue or the date fixed for any prepayment hereunder, in immediately available funds, without set off setoff, recoupment or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Lender to an account designated by the Lender in writingat its offices at 000 Xxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxxxxxxx, XX 00000. If Unless otherwise provided for herein, if any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. (b) Any All payments and any proceeds of Collateral received by the Lender for application under this Agreement (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrower), or (B) a mandatory prepayment (which shall be applied in accordance with Section 2.09) or (ii) after an Event of Default has occurred and is continuing and the Lender so elects elects, such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Lender from the Borrower, second, to pay interest then due and payable on the Loans and the Reimbursement Obligationsratably, third, to prepay principal on the Loans and the unreimbursed Reimbursement LC Disbursements and to pay any amounts owing in respect of Swap Agreement Obligations on a pro rata basisand Banking Services Obligations, ratably, fourth, to pay an amount to the Lender equal to one hundred five two percent (105102%) of the undrawn aggregate LC Face AmountExposure, to be held as cash collateral for such Obligations, and fifth, to the payment of any other Secured Obligation due to the Lender from the Borrower or any other Loan Party. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless a Default is in existence, the Lender shall not apply any payment which it receives to any Eurodollar Loan of a Class, except (i) on the expiration date of the Interest Period applicable thereto, or (ii) in the event, and only to the extent, that there are no outstanding CBFR Loans of the same Class and, in any such event, the Borrower shall pay the break funding payment required in accordance with Section 2.14. The Lender shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. (c) At the election of the Lender, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees fees, costs and expenses pursuant to Section 8.03), and other sums payable as of the Effective Date under the Loan Documents, may be paid from the proceeds of the Initial Loan Borrowings made hereunder, whether made following a request by the Borrower pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of the Borrower maintained with the Lender. The Borrower hereby irrevocably authorizes the Lender to (i) make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans, and that all such Borrowings shall be deemed to have been requested pursuant to Section 2.03 and (ii) charge any deposit account of the Borrower maintained with the Lender for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents. (d) The Lender may from time to time provide the Borrower with account statements or invoices with respect to any of the Secured Obligations (the “Statements”). The Lender is under no duty or obligation to provide Statements, which, if provided, will be solely for the Borrower’s convenience. Statements may contain estimates of the amounts owed during the relevant billing period, whether of principal, interest, fees or other Secured Obligations. If the Borrower pays the full amount indicated on a Statement on or before the due date indicated on such Statement, the Borrower shall not be in default of payment with respect to the billing period indicated on such Statement; provided, that acceptance by the Lender of any payment that is less than the total amount actually due at that time (including but not limited to any past due amounts) shall not constitute a waiver of the Lender’s right to receive payment in full at another time.

Payments Generally; Allocation of Proceeds. (a) The Borrower Borrowers shall make each payment required to be made by it them hereunder (whether of principal, interest interest, fees or feesreimbursement of LC Disbursements, or of amounts payable under Sections 2.08 Section 2.14, 2.15 or 2.092.16, or otherwise) prior to 2:00 p.m., New York City Chicago time, on the date when due, in immediately available funds, without set set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Lender to an account designated by the Lender in writingat its offices at 00 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx X0, Xxxxxxx, Xxxxxxxx. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. (b) Any proceeds of Collateral payments received by the Lender for application under this Agreement (including from proceeds of Collateral) (i) not constituting either (A) a specific payment of principal, interest, fees or other sum sums payable under the Loan Documents (which shall be applied as specified by the BorrowerBorrower Representative), (B) a mandatory prepayment (which shall be applied in accordance with Section 2.10 or any applicable Rider), or (iiC) after an Event of Default has occurred and is continuing and amounts to be applied from the Lender so elects such funds Collection Account during a Cash Dominion Period (which shall be applied ratably firstin accordance with Section 2.09(c)), to pay any fees, indemnities, or expense reimbursements including amounts then due to shall be applied by the Lender from the Borrower, second, to pay interest then due and payable on the Loans and the Reimbursement Obligations, third, to prepay principal on the Loans and the unreimbursed Reimbursement Obligations on a pro rata basis, fourth, to pay an amount to the Lender equal to one hundred five percent (105%) of the undrawn LC Face Amount, to be held as cash collateral for such Obligations, and fifth, to the payment of the Secured Obligations in such order as the Lender may elect in its sole discretion. Notwithstanding the foregoing, amounts received from any other Secured Loan Party shall not be applied to any Excluded Swap Obligation due of such Loan Party. Notwithstanding anything to the Lender contrary contained in this Agreement, unless so directed by the BorrowerBorrower Representative, or unless a Default is in existence, the Lender shall not apply any payment which it receives to any Eurodollar Loan of a Class, except (a) on the expiration date of the Interest Period applicable thereto or (b) in the event, and only to the extent, that there are no outstanding CBFR Loans of the same Class and, in any such event, the Borrowers shall pay the break funding payment required in accordance with Section 2.15. The Lender shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. (c) At the election of the Lender, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees fees, costs and expenses pursuant to Section 8.03), and other sums payable as of chargeable to or required to be paid by the Effective Date Borrowers under the Loan Documents, may be paid from the proceeds of Borrowings made hereunder whether made following a request by the Initial Borrower Representative pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of any Borrower maintained with the Lender. Each Borrower hereby irrevocably authorizes (i) the Lender, even if the conditions precedent set forth in Section 4.02 have not been satisfied, to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan made hereunderDocuments and agrees that all such amounts charged shall constitute Loans (but such a Borrowing may only constitute a Protective Advance if it is to reimburse costs, fees and expenses as described in Section 8.03) and that all such Borrowings shall be deemed to have been requested pursuant to Sections 2.03 or 2.04, as applicable and (ii) the Lender to charge any deposit account of any Borrower maintained with the Lender for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents. (d) The Lender may from time to time provide the Borrowers with account statements or invoices with respect to any of the Secured Obligations (the “Statements”). The Lender is under no duty or obligation to provide Statements, which, if provided, will be solely for the Borrowers’ convenience. Statements may contain estimates of the amounts owed during the relevant billing period, whether of principal, interest, fees or other Secured Obligations. If the Borrowers pay the full amount indicated on a Statement on or before the due date indicated on such Statement, the Borrowers shall not be in default of payment with respect to the billing period indicated on such Statement; provided, that acceptance by the Lender of any payment that is less than the total amount actually due at that time (including but not limited to any past due amounts) shall not constitute a waiver of the Lender’s right to receive payment in full at another time.

Payments Generally; Allocation of Proceeds. (a) The 2.15.1. Borrower shall make each payment required to be made by it hereunder (whether of principal, interest interest, fees or feesreimbursement of LC Disbursements, or of amounts payable under Sections 2.08 Section 2.12, 2.13 or 2.092.14, or otherwise) prior to 2:00 1:00 p.m., New York City Central time, on the date when due, in immediately available funds, without set off setoff or counterclaim. Any amounts received after such time on any date may, in the discretion of the LenderBank, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to Bank at the Lender address for payment specified in writing by Bank to an Borrower, except that payments pursuant to Sections 2.12 and 10.3 shall be made directly to the Persons entitled thereto. Bank shall distribute any such payments received by it for the account designated by of any other Person to the Lender in writingappropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars.Dollars.   (b) 2.15.2. Any proceeds of Collateral received by Bank (a) prior to the Lender for application under this Agreement occurrence and continuance of an Event of Default, which proceeds do not constitute either (i) not constituting a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrower), ) or (ii) a mandatory prepayment (which shall be applied in accordance with Section 2.8) or (b) after the occurrence and continuance of an Event of Default has occurred and is continuing and the Lender Bank so elects such funds elects, shall be applied ratably firstto the Obligations in the order or manner as Bank may, from time to pay any feestime, indemnitiesin each instance determine in its sole discretion. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by Borrower, or expense reimbursements including amounts then due unless a Default is in existence, Bank shall not apply any payment which it receives to any LIBOR Rate Loan, except (A) on the expiration date of the Interest Period applicable to any such LIBOR Rate Loan or (B) in the event, and only to the Lender from extent, that there are no outstanding Prime Rate Loans and, in any such event, Borrower shall pay the Borrower, second, to pay interest then due and payable on the Loans and the Reimbursement Obligations, third, to prepay principal on the Loans and the unreimbursed Reimbursement Obligations on a pro rata basis, fourth, to pay an amount to the Lender equal to one hundred five percent (105%) of the undrawn LC Face Amount, to be held as cash collateral for such Obligations, and fifth, to the break funding payment of any other Secured Obligation due to the Lender by the Borrowerrequired in accordance with Section 2.13. The Lender Bank shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. (c) 2.15.3. At the election of the LenderBank, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 8.0310.3), and other sums payable as of the Effective Date under the Loan Documents, may be paid from the proceeds of Borrowings made hereunder whether made following a request by Borrower pursuant to Section 2.3 or a deemed request as provided in this Section or may be deducted from any deposit account of Borrower maintained with Bank. Borrower hereby irrevocably authorizes (a) Bank to make a Borrowing for the Initial purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan made hereunderDocuments and agrees that all such amounts charged shall constitute Loans and that all such Borrowings shall be deemed to have been requested pursuant to Sections 2.3, and (b) Bank to charge any deposit account of Borrower maintained with Bank for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.

Payments Generally; Allocation of Proceeds. (a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or of amounts payable under Sections 2.08 or 2.09, or otherwise) prior to 2:00 p.m.11:00 a.m., New York City Dallas, Texas time, on the date when due, in immediately available funds, without set set-off or counterclaim. Any amounts received after AUS:0041907/00169:444711v12 30 such time on any date may, in the discretion of the Lender, Lender be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Lender to an account designated by the Lender in writingat its offices at 000 Xxxxx Xxxxxxx Xxxxxx, 00xx Xxxxx, XX0-0000, Xxxxxxx, Xxxxxxx 00000-0000. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in U.S. dollars. (b) Any proceeds of Collateral received by the Lender for application under this Agreement (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrower), (B) a mandatory prepayment (which shall be applied in accordance with Section 2.10) or (C) amounts to be applied from the Collection Account when full cash dominion is in effect (which shall be applied in accordance with Section 2.09(b)) or (ii) after an Event of Default has occurred and is continuing and the Lender so elects such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Lender from the Borrower, second, to pay interest then due and payable on the Loans and the Reimbursement ObligationsLoans, third, to prepay principal on the Loans and the unreimbursed Reimbursement Obligations on a pro rata basisLoans, fourth, to pay an amount payment of any amounts owing with respect to the Lender equal to one hundred five percent (105%) of the undrawn LC Face Amount, to be held as cash collateral for such Banking Services and Swap Obligations, and fifth, to the payment of any other Secured Obligation due to the Lender by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless a Default is in existence, the Lender shall not apply any payment which it receives to any Eurodollar Loan, except (a) on the expiration date of the Interest Period applicable to any such Eurodollar Loan or (b) in the event, and only to the extent, that there are no outstanding CBFR Loans and, in any such event, if applicable, the Borrower shall pay the break funding payment required in accordance with Section 2.15. The Lender shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. (c) At the election of the Lender, all payments of principal, interest, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 8.03), and other sums payable as of the Effective Date under the Loan Documents, may be paid from the proceeds of Borrowings made hereunder whether made following a request by the Initial Borrower pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of the Borrower maintained with the Lender. The Borrower hereby irrevocably authorizes (i) the Lender to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan made hereunderDocuments and agrees that all such amounts charged shall constitute Loans and that all such Borrowings shall be deemed to have been requested pursuant to Sections 2.03 or 2.04, as applicable and (ii) the Lender to charge any deposit account of the Borrower maintained with the Lender for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.

Payments Generally; Allocation of Proceeds. (a) The Borrower Borrowers shall make each payment or prepayment required to be made by it hereunder (whether of principal, interest or interest, fees, or of amounts payable under Sections 2.08 or 2.09, or otherwise) prior to 2:00 p.m., New York City Eastern time, on the date when duedue or the date fixed for any prepayment hereunder, in immediately available funds, without set off setoff, recoupment or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Lender to an account designated by the Lender in writingat its offices at New York, New York. If Unless otherwise provided for herein, if any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. (b) Any All payments and any proceeds of Collateral received by the Lender for application under this Agreement (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the BorrowerBorrowers), or (B) a mandatory prepayment (which shall be applied in accordance with Section 2.09) or (ii) after an Event of Default has occurred and is continuing and the Lender so elects elects, such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Lender from the BorrowerBorrowers, second, to pay interest then due and payable on the Loans and the Reimbursement Obligationsratably, third, to prepay principal on the Loans and to pay any amounts owing in respect of Banking Services Obligations, ratably (with amounts allocated to the unreimbursed Reimbursement Obligations on a pro rata basisTerm Loan applied to reduce the subsequent scheduled repayments of the Term Loan to be made pursuant to Section 2.05 in inverse order of maturity), fourth, to pay an amount to the Lender equal to one hundred five percent (105%) of the undrawn LC Face Amountany Letters of Credit, to be held as cash collateral for such Obligations, and fifth, to the payment of any other Secured Obligation due to the Lender by the Borrower. The Lender shall have the continuing and exclusive right to apply and reverse and reapply from Borrowers or any and all such proceeds and payments to any portion of the Secured Obligationsother Loan Party. (c) At the election of the Lender, all payments of principal, interest, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees fees, costs and expenses pursuant to Section 8.03), and other sums payable as of the Effective Date under the Loan Documents, may be paid from the proceeds of the Initial Term Loan made hereunder, whether made following a request by Borrower Representative pursuant to Section 2.02 or a deemed request as provided in this Section or may be deducted from any deposit account of any Borrower maintained with Lender. Borrowers hereby irrevocably authorize Lender to (i) make the Term Loan for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans, and that the Term Loan shall be deemed to have been requested pursuant to Section 2.02 and (ii) charge any deposit account of any Borrower maintained with Lender for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents. (d) Lender may from time to time provide Borrowers with account statements or invoices with respect to any of the Secured Obligations (the “Statements”). Lender is under no duty or obligation to provide Statements, which, if provided, will be solely for Borrowers’ convenience. Statements may contain estimates of the amounts owed during the relevant billing period, whether of principal, interest, fees or other Secured Obligations. If Borrowers pay the full amount indicated on a Statement on or before the due date indicated on such Statement, Borrowers shall not be in default of payment with respect to the billing period indicated on such Statement; provided, that acceptance by Lender of any payment that is less than the total amount actually due at that time (including but not limited to any past due amounts) shall not constitute a waiver of Lender’s right to receive payment in full at another time.

Payments Generally; Allocation of Proceeds. (a) The Borrower Borrowers shall make each payment or prepayment required to be made by it them hereunder (whether of principal, interest interest, fees or feesreimbursement of LC Disbursements, or of amounts payable under Sections 2.08 2.13, 2.14 or 2.092.15, or otherwise) prior to 2:00 p.m., New York City time, p.m. on the date when duedue or the date fixed for any prepayment hereunder, in immediately available funds, without set off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Lender to an account designated by the Lender in writing. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars.setoff, (b) Any All payments and any proceeds of Collateral received by the Lender for application under this Agreement (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the BorrowerBorrowers), or (B) a mandatory prepayment (which shall be applied in accordance with Section 2.09) or (ii) after an Event of Default has occurred and is continuing and the Lender so elects elects, such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Lender from the BorrowerBorrowers, second, to pay interest then due and payable on the Loans and the Reimbursement Obligationsratably, third, to prepay principal on the Loans and the unreimbursed Reimbursement LC Disbursements and to pay any amounts owing in respect of Swap Agreement Obligations on a pro rata basisand Banking Services Obligations, ratably, fourth, to pay an amount to the Lender equal to one hundred five percent (105%) % of the undrawn aggregate LC Face AmountExposure, to be held as cash collateral for such Obligations, and to pay any amounts owing in respect of Swap Agreement Obligations and Banking Services Obligations, ratably, and fifth, to the payment of any other Secured Obligation due to the Lender from the Borrowers or any other Loan Party. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the BorrowerBorrower Representative, or unless a Default is in existence, the Lender shall not apply any payment which it receives to any EurodollarSOFR Loan, except (i) on the expiration date of the Interest Period applicable thereto, or (ii) in the event, and only to the extent, that there are no outstanding CBFR Loans and, in any such event, the Borrowers shall pay the break funding payment required in accordance with Section 2.14. The Lender shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. (c) At the election of the Lender, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees fees, costs and expenses pursuant to Section 8.03), and other sums payable as of the Effective Date under the Loan Documents, may be paid from the proceeds of the Initial Loan Borrowings made hereunder, whether made following a request by the Borrower Representative pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of any Borrower maintained with the Lender. The Borrowers hereby irrevocably authorize the Lender to (i) make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agree that all such amounts charged shall constitute Loans, and that all such Borrowings shall be deemed to have been requested pursuant to Section 2.03 and (ii) charge any deposit account of any Borrower maintained with the Lender for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents. (d) The Lender may from time to time provide the Borrowers with account statements or invoices with respect to any of the Secured Obligations (the “Statements”). The Lender is under no duty or obligation to provide Statements, which, if provided, will be solely for the Borrowers’ convenience. Statements may contain estimates of the amounts owed during the relevant billing period, whether of principal, interest, fees or other Secured Obligations. If the Borrowers pay the full amount indicated on a Statement on or before the due date indicated on such Statement, the Borrowers shall not be in default of payment with respect to the billing period indicated on such Statement; provided, that acceptance by the Lender of any payment that is less than the total amount actually due at that time

Payments Generally; Allocation of Proceeds. (a) The Borrower Borrowers shall make each payment or prepayment required to be made by it them hereunder (whether of principal, interest interest, fees or feesreimbursement of LC Disbursements, or of amounts payable under Sections 2.08 2.13, 2.14 or 2.092.15, or otherwise) prior to 2:00 p.m., New York City time, p.m. on the date when duedue or the date fixed for any prepayment hereunder, in immediately available funds, without set off setoff, recoupment or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Lender to an account designated by the Lender in writingat its offices at Middle Market Servicing, 00 Xxxxx Xxxxxxxx, Xxxxx X0, Xxxxx XX0-0000, Xxxxxxx, XX, 00000-0000. If Unless otherwise provided for herein, if any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars.45 (b) Any All payments and any proceeds of Collateral received by the Lender for application under this Agreement (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the BorrowerBorrowers), or (B) a mandatory prepayment (which shall be applied in accordance with Section 2.09) or (ii) after an Event of Default has occurred and is continuing and the Lender so elects elects, such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Lender from the BorrowerBorrowers, second, to pay interest then due and payable on the Loans and the Reimbursement Obligationsratably, third, to prepay principal on the Loans and the unreimbursed Reimbursement LC Disbursements and to pay any amounts owing in respect of Swap Agreement Obligations on a pro rata basisand Banking Services Obligations, ratably, fourth, to pay an amount to the Lender equal to one hundred five percent (105%) % of the undrawn aggregate LC Face AmountExposure, to be held as cash collateral for such Obligations, and fifth, to the payment of any other Secured Obligation due to the Lender from the Borrowers or any other Loan Party. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the BorrowerBorrower Representative, or unless a Default is in existence, the Lender shall not apply any payment which it receives to any Eurodollar Loan, except (i) on the expiration date of the Interest Period applicable thereto, or (ii) in the event, and only to the extent, that there are no outstanding CBFR Loans and, in any such event, the Borrowers shall pay the break funding payment required in accordance with Section 2.14. The Lender shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. (c) At the election of the Lender, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees fees, costs and expenses pursuant to Section 8.03), and other sums payable as of the Effective Date under the Loan Documents, may be paid from the proceeds of the Initial Loan Borrowings made hereunder, whether made following a request by the Borrower Representative pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of any Borrower maintained with the Lender. The Borrowers hereby irrevocably authorize the Lender to (i) make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agree that all such amounts charged shall constitute Loans, and that all such Borrowings shall be deemed to have been requested pursuant to Section 2.03 and (ii) charge any deposit account of any Borrower maintained with the Lender for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents. (d) The Lender may from time to time provide the Borrowers with account statements or invoices with respect to any of the Secured Obligations (the “Statements”). The Lender is under no duty or obligation to provide Statements, which, if provided, will be solely for the Borrowers’ convenience. Statements may contain estimates of the amounts owed during the relevant billing period, whether of principal, interest, fees or other Secured Obligations. If the Borrowers pay the full amount indicated on a Statement on or before the due date indicated on such Statement, the Borrowers shall not be in default of payment with respect to the billing period indicated on such Statement; provided, that acceptance by the Lender of any payment that is less than the total amount actually due at that time (including but not limited to any past due amounts) shall not constitute a waiver of the Lender’s right to receive payment in full at another time.

Payments Generally; Allocation of Proceeds. (a) The Borrower Borrowers shall make each payment required to be made by it them hereunder (whether of principal, interest interest, fees or feesreimbursement of LC Disbursements, or of amounts payable under Sections 2.08 Section 2.14, 2.15 or 2.092.16, or otherwise) prior to 2:00 p.m., New York City Chicago time, on the date when due, in immediately available funds, without set off set‑off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Lender to an account designated by the Lender in writingat its offices at 00 Xxxxx Xxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxxxxx. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. (b) Any proceeds of Collateral received by the Lender for application under this Agreement (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the BorrowerBorrowers), (B) a mandatory prepayment (which shall be applied in accordance with Section 2.10) or (C) amounts to be applied from the Collection Account when a Trigger Period is in effect (which shall be applied in accordance with Section 2.09(b)) or (ii) after an Event of Default has occurred and is continuing and the Lender so elects such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Lender from the BorrowerBorrowers (other than in connection with Banking Services Obligations or Swap Agreement Obligations), second, to pay interest due in respect of the Protective Advances, third, to pay the principal of the Protective Advances, fourth, to pay interest then due and payable on the Loans and (other than the Reimbursement ObligationsProtective Advances), thirdfifth, to prepay principal on the Loans (other than the Protective Advances) and the unreimbursed Reimbursement Obligations on a pro rata basisLC Disbursements, fourthsixth, to pay an amount to the Lender equal to one hundred five percent (105%) of the aggregate undrawn face amount of all outstanding Letters of Credit and the aggregate amount of any unpaid LC Face AmountExposure, to be held as cash collateral for such Obligations, seventh, to payment of any amounts owing with respect to Banking Services Obligations and fifthSwap Agreement Obligations, and eighth, to the payment of any other Secured Obligation due to the Lender by the BorrowerBorrowers. Notwithstanding the foregoing, amounts received from any Loan Party shall not be applied to any Excluded Swap Obligation of such Loan Party. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower Representative, or unless a Default is in existence, the Lender shall not apply any payment which it receives to any Eurodollar Loan of a Class, except (a) on the expiration date of the Interest Period applicable thereto or (b) in the event, and only to the extent, that there are no outstanding CBFR Loans of the same Class and, in any such event, the Borrowers shall pay the break funding payment required in accordance with Section 2.15. The Lender shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. (c) At the election of the Lender, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees fees, costs and expenses pursuant to Section 8.03), and other sums payable as of the Effective Date under the Loan Documents, may be paid from the proceeds of Borrowings made hereunder whether made following a request by the Initial Borrower Representative pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of any Borrower maintained with the Lender. Each Borrower hereby irrevocably authorizes (i) the Lender to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan made hereunderDocuments and agrees that all such amounts charged shall constitute Loans (but such a Borrowing may only constitute a Protective Advance if it is to reimburse costs, fees and expenses as described in Section 8.03) and that all such Borrowings shall be deemed to have been requested pursuant to Section 2.03 or 2.04, as applicable and (ii) the Lender to charge any deposit account of any Borrower maintained with the Lender for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents. (d) The Lender may from time to time provide the Borrowers with billing statements or invoices with respect to any of the Secured Obligations (the “Billing Statements”). The Lender is under no duty or obligation to provide Billing Statements, which, if provided, will be solely for the Borrowers’ convenience. The Billing Statements may contain estimates of the amounts owed during the relevant billing period, whether of principal, interest, fees or other Secured Obligations. If the Borrowers pay the full amount indicated on a Billing Statement on or before the due date indicated on such Billing Statement, the Borrowers shall not be in default; provided, that acceptance by the Lender of any payment that is less than the payment due at that time shall not constitute a waiver of the Lender’s right to receive payment in full at another time.

Payments Generally; Allocation of Proceeds. (a) The Borrower shall make each payment or prepayment required to be made by it hereunder (whether of principal, interest interest, fees or feesreimbursement of LC Disbursements, or of amounts payable under Sections 2.08 2.13, 2.14 or 2.092.15, or otherwise) prior to 2:00 p.m., New York City Utah time, on the date when duedue or the date fixed for any prepayment hereunder, in immediately available funds, without set off setoff, recoupment or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Lender to an account designated by the Lender in writingat its offices at 000 Xxxxx Xxxx Xxxxxx, Xxxxx 000, Xxxx Xxxx Xxxx, Xxxx 00000. If Unless otherwise provided for herein, if any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. (b) Any All payments and any proceeds of Collateral received by the Lender for application under this Agreement (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrower), or (B) a mandatory prepayment (which shall be applied in accordance with Section 2.09) or (ii) after an Event of Default has occurred and is continuing and the Lender so elects elects, such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Lender from the Borrower, second, to pay interest then due and payable on the Loans and the Reimbursement Obligationsratably, third, to prepay principal on the Loans and unreimbursed LC Disbursements and to pay any amounts owing in respect of Swap Agreement Obligations and Banking Services Obligations, ratably (with amounts allocated to the unreimbursed Reimbursement Obligations on a pro rata basisTerm Loans of any Class applied to reduce the subsequent scheduled repayments of the Term Loans of such Class to be made pursuant to Section 2.08 in inverse order of maturity, fourth, to pay an amount to the Lender equal to one hundred five percent (105%) of the undrawn aggregate LC Face AmountExposure, to be held as cash collateral for such Obligations, and fifth, to the payment of any other Secured Obligation due to the Lender from the Borrower or any other Loan Party. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless a Default is in existence, the Lender shall not apply any payment which it receives to any Eurodollar Loan of a Class, except (i) on the expiration date of the Interest Period applicable thereto, or (ii) in the event, and only to the extent, that there are no outstanding CBFR Loans of the same Class and, in any such event, the Borrower shall pay the break funding payment required in accordance with Section 2.14. The Lender shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. (c) At the election of the Lender, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees fees, costs and expenses pursuant to Section 8.03), and other sums payable as of the Effective Date under the Loan Documents, may be paid from the proceeds of the Initial Loan Borrowings made hereunder, whether made following a request by the Borrower pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of the Borrower maintained with the Lender. The Borrower hereby irrevocably authorizes the Lender to (i) make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due or payable under the Loan Documents and agrees that all such amounts charged shall constitute Loans, and that all such Borrowings shall be deemed to have been requested pursuant to Section 2.03 and (ii) charge any deposit account of the Borrower maintained with the Lender for each payment of principal, interest and fees as it becomes due or payable hereunder or any other amount due under the Loan Documents. Without limiting the foregoing, (w) the Lender is authorized to make a Borrowing under the Revolving Loan for deposit into any deposit account of the Borrower maintained with the Lender on each Business Day as needed to cover all checks and other charges against such deposit account; (x) the amount of any such Borrowing shall not exceed the Availability at such time; (y) upon the occurrence of an Event of Default, the Lender may, in its sole discretion, cease all such Borrowings under the Revolving Loan into such deposit account; and (z) the Lender is authorized and directed to disburse all collected funds in such deposit account on each Business Day to the Lender to be applied as a payment on the Revolving Loan. (d) The Lender may from time to time provide the Borrower with account statements or invoices with respect to any of the Secured Obligations (the “Statements”). The Lender is under no duty or obligation to provide Statements, which, if provided, will be solely for the Borrower’s convenience. Statements may contain estimates of the amounts owed during the relevant billing period, whether of principal, interest, fees or other Secured Obligations. If the Borrower pays the full amount indicated on a Statement on or before the due date indicated on such Statement, the Borrower shall not be in default of payment with respect to the billing period indicated on such Statement; provided, that acceptance by the Lender of any payment that is less than the total amount actually due at that time (including but not limited to any past due amounts) shall not constitute a waiver of the Lender’s right to receive payment in full at another time.

Payments Generally; Allocation of Proceeds. (a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest interest, fees or feesreimbursement of LC Disbursements, or of amounts payable under Sections 2.08 2.13, 2.14 or 2.092.15, or otherwise) prior to 2:00 p.m., New York City Phoenix, Arizona time, on the date when due, in immediately available funds, without set set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Lender to an account designated by the Lender in writingat its offices at 000 X. Xxxxxxx Xxx., 00xx Xxxxx, Xxxxxxx, Xxxxxxx 00000. If Unless otherwise provided for herein, if any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars.. ​ (b) Any proceeds of Collateral received by the Lender for application under this Agreement (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrower), or (B) a mandatory prepayment (which shall be applied in accordance with Section 2.09) or (ii) after an Event of Default has occurred and is continuing and the Lender so elects elects, such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Lender from the Borrower, second, to pay interest then due and payable on the Loans and the Reimbursement Obligationsratably, third, to prepay principal on the Loans and the unreimbursed Reimbursement Obligations on a pro rata basisLC Disbursements and to pay any amounts owing with respect to Swap Agreement Obligations, ratably, fourth, to pay an amount to the Lender equal to one hundred five percent (105%) of the undrawn aggregate LC Face AmountExposure in the relevant currencies, to be held as cash collateral for such Obligations, fifth, to the payment of any amounts owing with respect to Banking Services Obligations, and fifthsixth, to the payment of any other Secured Obligation due to the Lender from the Borrower or any other Loan Party. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless a Default is in existence, the Lender shall not apply any payment which it receives to any Eurodollar Loan of a Class, except (i) on the expiration date of the Interest Period applicable thereto, or (ii) in the event, and only to the extent, that there are no outstanding CBFR Loans of the same Class and, in any such event, the Borrower shall pay the break funding payment required in accordance with Section 2.14. The Lender shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. (c) At the election of the Lender, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees fees, costs and expenses pursuant to Section 8.03), and other sums payable as of the Effective Date under the Loan Documents, may be paid from the proceeds of the Initial Loan Borrowings made hereunder, whether made following a request by the Borrower pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of the Borrower maintained with the Lender. The Borrower hereby irrevocably authorizes (i) the Lender to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans, and that all such Borrowings shall be deemed to have been requested pursuant to Sections 2.03 and (ii) the Lender to charge any deposit account of the Borrower maintained with the Lender for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents. (d) The Lender may from time to time provide the Borrower with account statements or invoices with respect to any of the Obligations (the “Statements”). The Lender is under no duty or obligation to provide Statements, which, if provided, will be solely for the Borrower’s convenience. Statements may contain estimates of the amounts owed during the relevant billing period, whether of principal, interest, fees or other Obligations. If the Borrower pays the full amount indicated on a Statement on or before the due date indicated on such Statement, the Borrower shall not be in default of payment with respect to the billing period indicated on such Statement; provided, that acceptance by the Lender of any payment that is less than the total amount actually due at that time (including but not limited to any past due amounts) shall not constitute a waiver of the Lender’s right to receive payment in full at another time. ​

Payments Generally; Allocation of Proceeds. (a%3) The Borrower Borrowers shall make each payment required to be made by it them hereunder (whether of principal, interest interest, fees or feesreimbursement of LC Disbursements, or of amounts payable under Sections 2.08 Section 2.14, 2.15 or 2.092.16, or otherwise) prior to 2:00 p.m., New York City Chicago time, on the date when due, in immediately available funds, without set off setoff, recoupment or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Lender to an account designated by the Lender in writingat its offices at 00 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx X0, Xxxxxxx, Xxxxxxxx. If Unless otherwise provided for herein, if any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. (ba) Any proceeds of Collateral payments received by the Lender for application under this Agreement (including from proceeds of Collateral) (i) not constituting either (A) a specific payment of principal, interest, fees or other sum sums payable under the Loan Documents (which shall be applied as specified by the BorrowerBorrower Representative), (B) a mandatory prepayment (which shall be applied in accordance with Section 2.10 or any applicable Rider), or (iiC) after amounts to be applied from the Collection Account during a Cash Dominion Period (which shall be applied in accordance with Section 2.09(c)), shall be applied by the Lender to the payment of the Secured Obligations in such order as the Lender may elect in its sole discretion. Notwithstanding the foregoing, amounts received from any Loan Party shall not be applied to any Excluded Swap Obligation of such Loan Party. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower Representative, or unless an Event of Default has occurred and is continuing and in existence, the Lender so elects such funds shall be applied ratably firstnot apply any payment which it receives to any Eurodollar Loan of a Class, to pay any feesexcept (a) on the expiration date of the Interest Period applicable thereto or (b) in the event, indemnities, or expense reimbursements including amounts then due and only to the Lender from the Borrowerextent, second, to pay interest then due and payable on the that there are no outstanding CBFR Loans and the Reimbursement Obligations, third, to prepay principal on the Loans and the unreimbursed Reimbursement Obligations on a pro rata basis, fourth, to pay an amount to the Lender equal to one hundred five percent (105%) of the undrawn LC Face Amountsame Class and, to be held as cash collateral for in any such Obligationsevent, and fifth, to the Borrowers shall pay the break funding payment of any other Secured Obligation due to the Lender by the Borrowerrequired in accordance with Section 2.15. The Lender shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. (cb) At the election of the Lender, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees fees, costs and expenses pursuant to Section 8.03), and other sums payable as of chargeable to or required to be paid by the Effective Date Borrowers under the Loan Documents, may be paid from the proceeds of Borrowings made hereunder whether made following a request by the Initial Borrower Representative pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of any Borrower maintained with the Lender. Each Borrower hereby irrevocably authorizes (i) the Lender, even if the conditions precedent set forth in Section 4.02 have not been satisfied, to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan made hereunderDocuments and agrees that all such amounts charged shall constitute Loans (but such a Borrowing may only constitute a Protective Advance if it is to reimburse costs, fees and expenses as described in Section 8.03) and that all such Borrowings shall be deemed to have been requested pursuant to Sections 2.03 or 2.04, as applicable and (ii) the Lender to charge any deposit account of any Borrower maintained with the Lender for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents. (c) The Lender may from time to time provide the Borrowers with account statements or invoices with respect to any of the Secured Obligations (the “Statements”). The Lender is under no duty or obligation to provide Statements, which, if provided, will be solely for the Borrowers’ convenience. Statements may contain estimates of the amounts owed during the relevant billing period, whether of principal, interest, fees or other Secured Obligations. If the Borrowers pay the full amount indicated on a Statement on or before the due date indicated on such Statement, the Borrowers shall not be in default of payment with respect to the billing period indicated on such Statement; provided, that acceptance by the Lender of any payment that is less than the total amount actually due at that time (including but not limited to any past due amounts) shall not constitute a waiver of the Lender’s right to receive payment in full at another time.

Payments Generally; Allocation of Proceeds. (a) The Borrower Borrowers shall make each payment required to be made by it them hereunder (whether of principal, interest interest, fees or feesreimbursement of LC Disbursements, or of amounts payable under Sections 2.08 Section 2.14, 2.15 or 2.092.16, or otherwise) prior to 2:00 p.m., New York City Chicago time, on the date when due, in immediately available funds, without set set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Lender to an account designated by the Lender in writingat its offices at 00 Xxxxx Xxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxxxxx. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. (b) Any proceeds of Collateral received by the Lender for application under this Agreement (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrower), Borrowers) or (B) a mandatory prepayment (which shall be applied in accordance with Section 2.10) or (ii) after an Event of Default has occurred and is continuing and the Lender so elects such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Lender from the BorrowerBorrowers, second, to pay interest due in respect of the Protective Advances, third, to pay the principal of the Protective Advances, fourth, to pay interest then due and payable on the Loans and (other than the Reimbursement ObligationsProtective Advances), thirdfifth, to prepay principal on the Loans (other than the Protective Advances) and the unreimbursed Reimbursement Obligations on a pro rata basisLC Disbursements, fourthsixth, to pay an amount to the Lender equal to one hundred five percent (105110%) of the aggregate undrawn face amount of all outstanding Letters of Credit and the aggregate amount of any unpaid LC Face AmountDisbursements, to be held as cash collateral for such Obligations, seventh, to payment of any amounts owing with respect to Banking Services and fifthSwap Obligations, and eighth, to the payment of any other Secured Obligation due to the Lender by the BorrowerBorrowers. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower Representative, or unless a Default is in existence, the Lender shall not apply any payment which it receives to any Eurodollar Loan of a Class, except (a) on the expiration date of the Interest Period applicable to any such Eurodollar Loan or (b) in the event, and only to the extent, that there are no outstanding CBFR Loans of the same Class and, in any such event, the Borrowers shall pay the break funding payment required in accordance with Section 2.15. The Lender shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. (c) At the election of the Lender, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 8.03), and other sums payable as of the Effective Date under the Loan Documents, may be paid from the proceeds of Borrowings made hereunder whether made following a request by the Initial Borrower Representative pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of any Borrower maintained with the Lender. Each Borrower hereby irrevocably authorizes (i) the Lender to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan made hereunderDocuments and agrees that all such amounts charged shall constitute Loans (but such a Borrowing may only constitute a Protective Advance if it is to reimburse costs, fees and expenses as described in Section 8.03) and that all such Borrowings shall be deemed to have been requested pursuant to Sections 2.03 or 2.04, as applicable and (ii) the Lender to charge any deposit account of any Borrower maintained with the Lender for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.

Payments Generally; Allocation of Proceeds. (a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest interest, fees or feesreimbursement of LC Disbursements, or of amounts payable under Sections 2.08 2.13, 2.14 or 2.092.15, or otherwise) prior to 2:00 p.m., New York City Detroit time, on the date when due, in immediately available funds, without set set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Lender at its offices at designated from time to an account designated time by the Lender in writingBorrower to the Lender. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. (b) Any proceeds of Collateral received by the Lender for application under this Agreement (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrower), or (B) a mandatory prepayment (which shall be applied in accordance with Section 2.09) or (ii) after an Event of Default has occurred and is continuing and the Lender so elects elects, such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Lender from the Borrower, second, to pay interest then due and payable on the Loans and the Reimbursement Obligationsratably, third, to prepay principal on the Loans and unreimbursed LC Disbursements and to pay any amounts owing with respect to Swap Agreement Obligations, ratably (with amounts allocated to the unreimbursed Reimbursement Obligations on a pro rata basisTerm Loans of any Class applied to reduce the subsequent scheduled repayments of the Term Loans of such Class to be made pursuant to Section 2.08 in inverse order of maturity), fourth, to pay an amount to the Lender equal to one hundred five percent (105%) of the undrawn aggregate LC Face AmountExposure, to be held as cash collateral for such Obligations, fifth, to the payment of any amounts owing with respect to Banking Services Obligations, and fifthsixth, to the payment of any other Secured Obligation due to the Lender from the Borrower or any other Loan Party. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless a Default is in existence, the Lender shall not apply any payment which it receives to any Eurodollar Loan of a Class, except (i) on the expiration date of the Interest Period applicable thereto, or (ii) in the event, and only to the extent, that there are no outstanding CBFR Loans of the same Class and, in any such event, the Borrower shall pay the break funding payment required in accordance with Section 2.14. The Lender shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. (c) At the election of the Lender, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees fees, costs and expenses pursuant to Section 8.03), and other sums payable as of the Effective Date under the Loan Documents, may be paid from the proceeds of the Initial Loan Borrowings made hereunder, whether made following a request by the Borrower pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of the Borrower maintained with the Lender. The Borrower hereby irrevocably authorizes (i) the Lender to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans, and that all such Borrowings shall be deemed to have been requested pursuant to Sections 2.03 and (ii) the Lender to charge any deposit account of the Borrower maintained with the Lender for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents. (d) The Lender may from time to time provide the Borrower with account statements or invoices with respect to any of the Secured Obligations (the “Statements”). The Lender is under no duty or obligation to provide Statements, which, if provided, will be solely for the Borrower’s convenience. Statements may contain estimates of the amounts owed during the relevant billing period, whether of principal, interest, fees or other Secured Obligations. If the Borrower pays the full amount indicated on a Statement on or before the due date indicated on such Statement, the Borrower shall not be in default of payment with respect to the billing period indicated on such Statement; provided, that acceptance by the Lender of any payment that is less than the total amount actually due at that time (including but not limited to any past due amounts) shall not constitute a waiver of the Lender’s right to receive payment in full at another time.

Payments Generally; Allocation of Proceeds. (a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest interest, fees or feesreimbursement of LC Disbursements, or of amounts payable under Sections 2.08 2.13, 2.14 or 2.092.15, or otherwise) prior to 2:00 p.m., New York City Pacific time, on the date when due, in immediately available funds, without set off set‑off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Lender to an account designated by the Lender in writingat its offices at 10 720377643 16508845 00 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, XX 00000. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. (b) Any proceeds of Collateral received by the Lender for application under this Agreement (i) not constituting a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrower), or (ii) after an Event of Default has occurred and is continuing and the Lender so elects such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Lender from the Borrower, second, to pay interest then due and payable on the Loans and the Reimbursement Obligations, third, to prepay principal on the Loans and the unreimbursed Reimbursement Obligations on a pro rata basis, fourth, to pay an amount to the Lender equal to one hundred five percent (105%) of the undrawn LC Face Amount, to be held as cash collateral for such Obligations, and fifth, to the payment of any other Secured Obligation due to the Lender by the Borrower. The Lender shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. (c) At the election of the Lender, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees fees, costs and expenses pursuant to Section 8.03), and other sums payable as of the Effective Date under the Loan Documents, may be paid from the proceeds of the Initial Loan Borrowings made hereunder, whether made following a request by the Borrower pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of the Borrower maintained with the Lender. The Borrower hereby irrevocably authorizes the Lender to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans, and that all such Borrowings shall be deemed to have been requested pursuant to Section 2.03. (c) The Lender may from time to time provide the Borrower with account statements or invoices with respect to any of the Obligations (the “Statements”). The Lender is under no duty or obligation to provide Statements, which, if provided, will be solely for the Borrower’s convenience. Statements may contain estimates of the amounts owed during the relevant billing period, whether of principal, interest, fees or other Obligations. If the Borrower pays the full amount indicated on a Statement on or before the due date indicated on such Statement, the Borrower shall not be in default of payment with respect to the billing period indicated on such Statement; provided, that acceptance by the Lender of any payment that is less than the total amount actually due at that time (including but not limited to any past due amounts) shall not constitute a waiver of the Lender’s right to receive payment in full at another time.

Payments Generally; Allocation of Proceeds. (a) The Borrower Borrowers shall make each payment required to be made by it them hereunder (whether of principal, interest interest, fees or feesreimbursement of LC Disbursements, or of amounts payable under Sections 2.08 2.13, 2.14 or 2.092.15, or otherwise) prior to 2:00 p.m., New York City timeEastern Standard Time, on the date when due, in immediately available funds, without set off set‑off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Lender to an account designated by the Lender in writingat its offices at 0000 Xxxx Xxxxx Xxxxxx - 00xx xxxxx, Xxxxxxxxx, XX 00000-0000. If Unless otherwise provided for herein, if any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. (b) Any proceeds of Collateral received by the Lender for application under this Agreement (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the BorrowerBorrowers), or (B) a mandatory prepayment (which shall be applied in accordance with Section 2.09) or (ii) after an Event of Default has occurred and is continuing and the Lender so elects elects, such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Lender from the BorrowerBorrowers, second, to pay interest then due and payable on the Loans and the Reimbursement Obligationsratably, third, to prepay principal on the Loans and unreimbursed LC Disbursements and to pay any amounts owing with respect to Swap Agreement Obligations, ratably (with amounts allocated to the unreimbursed Reimbursement Obligations on a pro rata basisTerm Loans and CapEx Loans and/or CapEx Term Loans of any Class applied to reduce the subsequent scheduled repayments of the Term Loans and CapEx Loans and/or CapEx Term Loans of such Class to be made pursuant to Section 2.08 in inverse order of maturity, fourth, to pay an amount to the Lender equal to one hundred five percent (105%) of the undrawn aggregate LC Face AmountExposure, to be held as cash collateral for such Obligations, fifth, to the payment of any amounts owing with respect to Banking Services Obligations, and fifthsixth, to the payment of any other Secured Obligation due to the Lender by from the BorrowerBorrowers or any other Loan Party. The Lender shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. (c) At the election of the Lender, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees fees, costs and expenses pursuant to Section 8.03), and other sums payable as of the Effective Date under the Loan Documents, may be paid from the proceeds of the Initial Loan Borrowings made hereunder, whether made following a request by the Borrower Representative pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of any Borrower maintained with the Lender. The Borrowers hereby irrevocably authorize (i) the Lender to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agree that all such amounts charged shall constitute Loans, and that all such Borrowings shall be deemed to have been requested pursuant to Section 2.03 and (ii) the Lender to charge any deposit account of any Borrower maintained with the Lender for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents. (d) The Lender may from time to time provide the Borrowers with account statements or invoices with respect to any of the Secured Obligations (the “Statements”). The Lender is under no duty or obligation to provide Statements, which, if provided, will be solely for the Borrowers’ convenience. Statements may contain estimates of the amounts owed during the relevant billing period, whether of principal, interest, fees or other Secured Obligations. If the Borrowers pay the full amount indicated on a Statement on or before the due date indicated on such Statement, the Borrowers shall not be in default of payment with respect to the billing period indicated on such Statement; provided, that acceptance by the Lender of any payment that is less than the total amount actually due at that time (including but not limited to any past due amounts) shall not constitute a waiver of the Lender’s right to receive payment in full at another time.

Payments Generally; Allocation of Proceeds. (a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest interest, fees or feesreimbursement of LC Disbursements, or of amounts payable under Sections 2.08 2.13, 2.14 or 2.092.15, or otherwise) prior to 2:00 p.m., New York City Phoenix, Arizona time, on the date when due, in immediately available funds, without set off set‑off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Lender to an account designated by the Lender in writingat its offices at 000 X. Xxxxxxx Xxx., 00xx Xxxxx, Xxxxxxx, Xxxxxxx 00000. If Unless otherwise provided for herein, if any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. (ba) Any proceeds of Collateral received by the Lender for application under this Agreement (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrower), or (B) a mandatory prepayment (which shall be applied in accordance with Section 2.09) or (ii) after an Event of Default has occurred and is continuing and the Lender so elects elects, such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Lender from the Borrower, second, to pay interest then due and payable on the Loans and the Reimbursement Obligationsratably, third, to prepay principal on the Loans and the unreimbursed Reimbursement Obligations on a pro rata basisLC Disbursements and to pay any amounts owing with respect to Swap Agreement Obligations, ratably, fourth, to pay an amount to the Lender equal to one hundred five percent (105%) of the undrawn aggregate LC Face AmountExposure, to be held as cash collateral for such Obligations, fifth, to the payment of any amounts owing with respect to Banking Services Obligations, and fifthsixth, to the payment of any other Secured Obligation due to the Lender from the Borrower or any other Loan Party. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless a Default is in existence, the Lender shall not apply any payment which it receives to any Eurodollar Loan of a Class, except (i) on the expiration date of the Interest Period applicable thereto, or (ii) in the event, and only to the extent, that there are no outstanding CBFR Loans of the same Class and, in any such event, the Borrower shall pay the break funding payment required in accordance with Section 2.14. The Lender shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. (cb) At the election of the Lender, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees fees, costs and expenses pursuant to Section 8.03), and other sums payable as of the Effective Date under the Loan Documents, may be paid from the proceeds of the Initial Loan Borrowings made hereunder, whether made following a request by the Borrower pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of the Borrower maintained with the Lender. The Borrower hereby irrevocably authorizes (i) the Lender to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans, and that all such Borrowings shall be deemed to have been requested pursuant to Sections 2.03 and (ii) the Lender to charge any deposit account of the Borrower maintained with the Lender for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents. (c) The Lender may from time to time provide the Borrower with account statements or invoices with respect to any of the Obligations (the “Statements”). The Lender is under no duty or obligation to provide Statements, which, if provided, will be solely for the Borrower’s convenience. Statements may contain estimates of the amounts owed during the relevant billing period, whether of principal, interest, fees or other Obligations. If the Borrower pays the full amount indicated on a Statement on or before the due date indicated on such Statement, the Borrower shall not be in default of payment with respect to the billing period indicated on such Statement; provided, that acceptance by the Lender of any payment that is less than the total amount actually due at that time (including but not limited to any past due amounts) shall not constitute a waiver of the Lender’s right to receive payment in full at another time.

Payments Generally; Allocation of Proceeds. (a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest interest, fees or feesreimbursement of LC Disbursements, or of amounts payable under Sections 2.08 Section 2.14, 2.15 or 2.092.16, or otherwise) prior to 2:00 p.m., New York City Chicago time, on the date when due, in immediately available funds, without set off set‑off or counterclaim. Any amounts received after such time on any date may, AM 27446811.10 43 in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Lender to an account designated by the Lender in writingat its offices at 00 Xxxxx Xxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxxxxx. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. (b) Any Subject to the terms of the Intercreditor Agreement, any proceeds of Collateral received by the Lender for application under this Agreement (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrower), (B) a mandatory prepayment (which shall be applied in accordance with Section 2.10) or (C) amounts to be applied from the Collection Account when a Cash Dominion Period is in effect (which shall be applied in accordance with Section 2.09(b)) or (ii) after an Event of Default has occurred and is continuing and the Lender so elects such funds elects, shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Lender from the BorrowerBorrower (other than in connection with Banking Services Obligations or Swap Agreement Obligations), second, to pay interest due in respect of Protective Advances, third, to pay the principal of Protective Advances, fourth, to pay interest then due and payable on the Loans and the Reimbursement Obligations(other than Protective Advances), thirdfifth, to prepay principal on the Loans (other than Protective Advances) and the unreimbursed Reimbursement Obligations on a pro rata basisLC Disbursements, fourthsixth, to pay an amount to the Lender equal to one hundred five percent (105%) of the aggregate undrawn LC Face Amountface amount of all outstanding Letters of Credit, to be held as cash collateral for such Obligations, seventh, to payment of any amounts then due with respect to Banking Services Obligations and fifthSwap Agreement Obligations, and eighth, to the payment of any other Secured Obligation due to the Lender by the Borrower. Notwithstanding the foregoing, amounts received from any Loan Party shall not be applied to any Excluded Swap Obligation of such Loan Party. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless a Default is in existence, the Lender shall not apply any payment which it receives to any Eurodollar Loan of a Class, except (a) on the expiration date of the Interest Period applicable thereto or (b) in the event, and only to the extent, that there are no outstanding CBFR Loans of the same Class and, in any such event, the Borrower shall pay the break funding payment required in accordance with Section 2.15. The Lender shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. (c) At the election of the Lender, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees fees, costs and expenses pursuant to Section 8.03), and other sums payable as of the Effective Date under the Loan Documents, may be paid from the proceeds of Borrowings made hereunder whether made following a request by the Initial Borrower pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of the Borrower maintained with the Lender. The Borrower hereby irrevocably authorizes (i) the Lender to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (but such a Borrowing may only constitute a Protective Advance if it is to reimburse costs, fees and expenses as described in Section 8.03) and that all such Borrowings shall be deemed to have been requested pursuant to Section 2.03 or 2.04, as applicable and (ii) the Lender to charge any deposit account of the Borrower maintained with the Lender for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents. Notwithstanding anything to the contrary set forth herein, unless an Event of Default shall have occurred and be continuing, the Lender shall not cause a Borrowing to be made nor shall the Lender charge any deposit account of the Borrower maintained with the Lender for any payment of costs or expenses payable hereunder or under any other Loan Document unless the Lender shall have provided the Borrower with a copy of the applicable invoice with AM 27446811.10 44 respect to such costs or expenses at least five (5) Business Days prior to the date the Lender causes such Borrowing to be made or charges such deposit account for such costs or expenses; provided that nothing herein shall be deemed to require the Lender to provide any such advance notice with respect to any payment of principal, interest or fees due hereunder. (d) The Lender may from time to time provide the Borrower with billing statements or invoices with respect to any of the Secured Obligations (the “Billing Statements”). The Lender is under no duty or obligation to provide Billing Statements, which, if provided, will be solely for the Borrower’s convenience. The Billing Statements may contain estimates of the amounts owed during the relevant billing period, whether of principal, interest, fees or other Secured Obligations. If the Borrower pays the full amount indicated on a Billing Statement on or before the due date indicated on such Billing Statement, the Borrower shall not be in default; provided, that acceptance by the Lender of any payment that is less than the payment due at that time shall not constitute a waiver of the Lender’s right to receive payment in full at another time.

Payments Generally; Allocation of Proceeds. (a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or of amounts payable under Sections 2.08 or 2.09Section 2.8, Section 2.9, or otherwise) prior to 2:00 p.m., New York City time, 1:00 p.m. on the date when due, in immediately available funds, without set off setoff or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to Lender at the address for payment specified in writing by Lender to an Borrower, except that payments pursuant to Section 2.8 and Section 10.3 shall be made directly to the Persons entitled thereto. Lender shall distribute any such payments received by it for the account designated by of any other Person to the Lender in writingappropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollarsDollars. (b) Any proceeds of Collateral received by the Lender for application under this Agreement (i) not constituting a specific payment of principal, interest, fees or other sum payable under the Loan Documents mandatory prepayment (which shall be applied as specified by the Borrowerin accordance with Section 2.5), or (ii) after an Event of Default has occurred and is continuing and the Lender so elects such funds shall may be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Obligations by Lender from the Borrowerin any order of application, second, to pay interest then due and payable on the Loans and the Reimbursement Obligations, third, to prepay principal on the Loans and the unreimbursed Reimbursement Obligations on a pro rata basis, fourth, to pay an amount to the as determined by Lender equal to one hundred five percent (105%) of the undrawn LC Face Amount, to be held as cash collateral for such Obligations, and fifth, to the payment of any other Secured Obligation due to the Lender by the Borrower. The Lender shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligationsin its sole discretion. (c) At Borrower hereby irrevocably authorizes (a) Lender to make a Revolving Loan for the election purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Lender, Loan Documents and agrees that all payments of fees, premiums, reimbursable expenses (including, without limitation, such amounts charged shall constitute Revolving Loans and that all reimbursement for fees and expenses such Revolving Loans shall be deemed to have been requested pursuant to Section 8.03)2.2, and (b) without prior written notice, Lender to charge any deposit account of Borrower maintained with Lender for each payment of principal, interest and fees as it becomes due hereunder or any other sums payable as of the Effective Date amount due under the Loan Documents, may be paid from including without limitation, the proceeds of the Initial Loan made hereunderOperating Account.

Payments Generally; Allocation of Proceeds. (a) The Borrower Borrowers shall make each payment required to be made by it them hereunder (whether of principal, interest interest, fees or feesreimbursement of LC Disbursements, or of amounts payable under Sections 2.08 2.13, 2.14 or 2.092.15, or otherwise) prior to 2:00 p.m., New York City Denver, Colorado time, on the date when due, in immediately available funds, without set off set‑off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Lender to an account designated at its offices at 1000 00xx Xx., 0xx Xxxxx, Xxxxxx, XX 00000 or by the Lender wire transfer in writingimmediately available funds. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. (b) Any proceeds of Collateral received by the Lender for application under this Agreement (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the BorrowerBorrowers), or (B) a mandatory prepayment (which shall be applied in accordance with Section 2.09) or (ii) after an Event of Default has occurred and is continuing and the Lender so elects elects, such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Lender from the BorrowerBorrowers, second, to pay interest then due and payable on the Loans and the Reimbursement Obligationsratably, third, to prepay principal on the Loans and unreimbursed LC Disbursements and to pay any amounts owing with respect to Swap Agreement Obligations, ratably (with amounts allocated to the unreimbursed Reimbursement Obligations on a pro rata basisTerm Loan applied to reduce the subsequent scheduled repayments of the Term Loan to be made pursuant to Section 2.08), fourth, to pay an amount to the Lender equal to one hundred five percent (105%) of the undrawn aggregate LC Face AmountExposure, to be held as cash collateral for such Obligations, fifth, to the payment of any amounts owing with respect to Banking Services Obligations, and fifthsixth, to the payment of any other Secured Obligation due to the Lender from the Borrowers or any other Loan Party. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the BorrowerBorrower Representative, or unless a Default is in existence, the Lender shall not apply any payment which it receives to any Eurodollar Loan of a Class, except (i) on the expiration date of the Interest Period applicable thereto, or (ii) in the event, and only to the extent, that there are no outstanding CBFR Loans of the same Class and, in any such event, the Borrowers shall pay the break funding payment required in accordance with Section 2.14. The Lender shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. (c) At the election of the Lender, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees fees, costs and expenses pursuant to Section 8.03), and other sums payable as of the Effective Date under the Loan Documents, may be paid from the proceeds of the Initial Loan Borrowings made hereunder, whether made following a request by the Borrower Representative pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of any Borrower maintained with the Lender. The Borrowers hereby irrevocably authorize (i) the Lender to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agree that all such amounts charged shall constitute Loans, and that all such Borrowings shall be deemed to have been requested pursuant to Section 2.03 and (ii) the Lender to charge any deposit account of any Borrower maintained with the Lender for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents. (d) The Lender may from time to time provide the Borrowers with account statements or invoices with respect to any of the Secured Obligations (the “Statements”). The Lender is under no duty or obligation to provide Statements, which, if provided, will be solely for the Borrowers’ convenience. Statements may contain estimates of the amounts owed during the relevant billing period, whether of principal, interest, fees or other Secured Obligations. If the Borrowers pay the full amount indicated on a Statement on or before the due date indicated on such Statement, the Borrowers shall not be in default of payment with respect to the billing period indicated on such Statement; provided, that acceptance by the Lender of any payment that is less than the total amount actually due at that time (including but not limited to any past due amounts) shall not constitute a waiver of the Lender’s right to receive payment in full at another time.

Payments Generally; Allocation of Proceeds. (a%3) The Borrower Borrowers shall make each payment required to be made by it them hereunder (whether of principal, interest interest, or fees, or of amounts payable under Sections 2.08 Section 2.14, 2.15 or 2.092.16, or otherwise) prior to 2:00 p.m., New York City Chicago time, on the date when due, in immediately available funds, without set off setoff, recoupment or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Lender to an account designated by the Lender in writingat its offices at 00 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx X0, Xxxxxxx, Xxxxxxxx. If Unless otherwise provided for herein, if any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. (ba) Any proceeds of Collateral payments received by the Lender for application under this Agreement (including from proceeds of Collateral) (i) not constituting either (A) a specific payment of principal, interest, fees or other sum sums payable under the Loan Documents (which shall be applied as specified by the BorrowerBorrower Representative), or (iiB) after a mandatory prepayment (which shall be applied in accordance with Section 2.10 or any applicable Rider). Notwithstanding the foregoing, amounts received from any Loan Party shall not be applied to any Excluded Swap Obligation of such Loan Party. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower Representative, or unless an Event of Default has occurred and is continuing and in existence, the Lender so elects such funds shall be applied ratably firstnot apply any payment which it receives to any Eurodollar Loan of a Class, to pay any feesexcept (a) on the expiration date of the Interest Period applicable thereto or (b) in the event, indemnities, or expense reimbursements including amounts then due and only to the Lender from the Borrowerextent, second, to pay interest then due and payable on the that there are no outstanding CBFR Loans and the Reimbursement Obligations, third, to prepay principal on the Loans and the unreimbursed Reimbursement Obligations on a pro rata basis, fourth, to pay an amount to the Lender equal to one hundred five percent (105%) of the undrawn LC Face Amountsame Class and, to be held as cash collateral for in any such Obligationsevent, and fifth, to the Borrowers shall pay the break funding payment of any other Secured Obligation due to the Lender by the Borrowerrequired in accordance with Section 2.15. The Lender shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. (cb) At the election of the Lender, all payments of principal, interest, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees fees, costs and expenses pursuant to Section 8.03), and other sums payable as of chargeable to or required to be paid by the Effective Date Borrowers under the Loan Documents, may be paid from the proceeds of Borrowings made hereunder whether made following a request by the Initial Borrower Representative pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of any Borrower maintained with the Lender. Each Borrower hereby irrevocably authorizes (i) the Lender, even if the conditions precedent set forth in Section 4.02 have not been satisfied, to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan made hereunderDocuments and agrees that all such amounts charged shall constitute Loans and that all such Borrowings shall be deemed to have been requested pursuant to Sections 2.03 or 2.04, as applicable and (ii) the Lender to charge any deposit account of any Borrower maintained with the Lender for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents. (c) The Lender may from time to time provide the Borrowers with account statements or invoices with respect to any of the Secured Obligations (the “Statements”). The Lender is under no duty or obligation to provide Statements, which, if provided, will be solely for the Borrowers’ convenience. Statements may contain estimates of the amounts owed during the relevant billing period, whether of principal, interest, fees or other Secured Obligations. If the Borrowers pay the full amount indicated on a Statement on or before the due date indicated on such Statement, the Borrowers shall not be in default of payment with respect to the billing period indicated on such Statement; provided, that acceptance by the Lender of any payment that is less than the total amount actually due at that time (including but not limited to any past due amounts) shall not constitute a waiver of the Lender’s right to receive payment in full at another time.

Payments Generally; Allocation of Proceeds. (a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or interest, fees, or of amounts payable under Sections 2.08 2.13, 2.14 or 2.092.15, or otherwise) prior to 2:00 p.m., New York City Eastern time, on the date when due, in immediately available funds, without set set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Lender to an account designated by the Lender in writingat its offices at 200 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. (b) Any proceeds of Collateral received by the Lender for application under this Agreement (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrower), or (B) a mandatory prepayment (which shall be applied in accordance with Section 2.09) or (ii) after an Event of Default has occurred and is continuing and the Lender so elects elects, such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Lender from the Borrower, second, to pay interest then due and payable on the Loans and the Reimbursement Obligationsratably, third, to prepay principal on the Loans and to pay any amounts owing with respect to Swap Agreement Obligations, ratably (with amounts allocated to the unreimbursed Reimbursement Obligations on a pro rata basisTerm Loan to reduce the subsequent scheduled repayments of the Term Loan to be made pursuant to Section 2.08 in inverse order of maturity), fourth, to pay an amount the payment of any amounts owing with respect to the Lender equal to one hundred five percent (105%) of the undrawn LC Face Amount, to be held as cash collateral for such Banking Services Obligations, and fifth, to the payment of any other Secured Obligation due to the Lender from the Borrower or any other Loan Party. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless a Default is in existence, the Lender shall not apply any payment which it receives to any Eurodollar Loan of a Class, except (i) on the expiration date of the Interest Period applicable thereto, or (ii) in the event, and only to the extent, that there are no outstanding CBFR Loans of the same Class and, in any such event, the Borrower shall pay the break funding payment required in accordance with Section 2.14. The Lender shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. (c) At the election of the Lender, all payments of principal, interest, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees fees, costs and expenses pursuant to Section 8.03), and other sums payable as of the Effective Date under the Loan Documents, may be paid from the proceeds of the Initial Loan Borrowings made hereunder, whether made following a request by the Borrower pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of the Borrower maintained with the Lender. The Borrower hereby irrevocably authorizes (i) the Lender to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans, and that all such Borrowings shall be deemed to have been requested pursuant to Sections 2.03 and (ii) the Lender to charge any deposit account of the Borrower maintained with the Lender for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents. (d) The Lender may from time to time provide the Borrower with account statements or invoices with respect to any of the Secured Obligations (the “Statements”). The Lender is under no duty or obligation to provide Statements, which, if provided, will be solely for the Borrower’s convenience. Statements may contain estimates of the amounts owed during the relevant billing period, whether of principal, interest, fees or other Secured Obligations. If the Borrower pays the full amount indicated on a Statement on or before the due date indicated on such Statement, the Borrower shall not be in default of payment with respect to the billing period indicated on such Statement; provided, that acceptance by the Lender of any payment that is less than the total amount actually due at that time (including but not limited to any past due amounts) shall not constitute a waiver of the Lender’s right to receive payment in full at another time.

Payments Generally; Allocation of Proceeds. (a) The Borrower All payments of Obligations shall make each payment required to be made by it hereunder in Dollars, without offset, counterclaim or defense of any kind, free and clear of (whether of principaland without deduction for) any Taxes, interest or fees, or of amounts payable under Sections 2.08 or 2.09, or otherwise) prior to 2:00 p.m., New York City time, on the date when due, and in immediately available funds, without set off or counterclaimnot later than 2:00 P.M. (New York time) on the due date. Any amounts received payment after such time on any date may, in the discretion of the Lender, shall be deemed to have been received made on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Lender to an account designated by the Lender in writingDay. If any payment hereunder shall be is due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder Obligations shall be made by payment to the Agent or such other place as Agent may designate in dollarswriting to Borrower from time to time. (b) Any Subject to the other terms and conditions contained herein, Agent and Lenders shall apply payments received or collected from Borrower or for the account of Borrower (including the monetary proceeds of Collateral received by the Lender for application under this Agreement (icollections or of realization upon any Collateral) not constituting a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrower), or (ii) after an Event of Default has occurred and is continuing and the Lender so elects such funds shall be applied ratably follows: first, ratably, to pay the payment in full of any fees, indemnities, or expense reimbursements including amounts then due to the Lender Agent and Lenders from the Borrower, ; second, ratably, to pay the payment in full of interest due in respect of any Revolving Loans; third, ratably, to the outstanding principal balance of Revolving Loans until the Revolving Loans have been paid in full, the Bank Product Obligations then due and payable on the Loans and the Reimbursement (but as to Bank Product Obligations, thirdonly up to the amount of any then effective Reserve established in respect of such Bank Product Obligations) and to any Letter of Credit Obligations in order to provide cash collateral therefor in the manner set forth in Section 2.4, to prepay principal on until all such Letter of Credit Obligations have been fully cash collateralized in the Loans manner set forth in Section 2.4, and the unreimbursed Reimbursement Obligations on a pro rata basis, fourth, to pay an amount or prepay any other Obligations, whether or not then due, in such order and manner as Agent directs. All references to the Lender equal to one hundred five percent (105%) term “ratably” as used in this Section 4.1 means pro rata on the basis of the undrawn LC Face Amount, amount owing to be held as cash collateral for such Obligations, and fifth, any one Person in relationship to the payment of any other Secured Obligation due amounts owing to the Lender by the Borrower. The Lender shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion Persons of the Secured Obligationssame category of Obligations within the same level of priority. (c) Notwithstanding anything to the contrary contained in this Agreement, to the extent Borrower uses any proceeds of the Revolving Loans to acquire rights in or the use of any Collateral or to repay any Indebtedness used to acquire rights in or the use of any Collateral, payments in respect of the Obligations shall be deemed applied first to the Obligations arising from Revolving Loans that were not used for such purposes and second to the Obligations arising from Revolving Loans the proceeds of which were used to acquire rights in or the use of any Collateral in the chronological order in which Borrower acquired such rights in or the use of such Collateral. (d) At the election of the LenderAgent, all payments of principal, interest, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 8.03), and other sums amounts payable as of the Effective Date under the Loan Documents, Documents may be paid from the proceeds of Revolving Loans made hereunder in accordance with the Initial terms and conditions hereof whether made following a request by Borrower or a deemed request as provided in this Section or may be deducted from any Deposit Account of Borrower maintained with Agent and Lenders. Borrower is hereby irrevocably deemed to request that, and authorize Agent and Lenders to (i) make a Revolving Loan for the purpose of paying each payment of principal, interest, fees, expenses and other amounts as it becomes due hereunder or under any other Loan Document and agrees that all such amounts charged shall constitute Revolving Loans and (ii) charge any Deposit Account of Borrower maintained with the Agent or the Lenders for each payment of principal, interest, fees, expenses and other amounts due hereunder or under any other Loan Document. Agent shall be entitled to charge the loan account of Borrower that it maintains for any sum due and payable by Borrower to Agent and Lenders hereunder or under any of the other Loan Documents. (e) For purposes of calculating the amount of the Revolving Loans available to Borrower, such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Lenders of immediately available funds provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit the applicable loan account on such day, and if not, then on the next Business Day. For purposes of calculating interest only, credit for payments shall be given no earlier than one (1) Business Day after payment is made hereunderand shall be conditional upon final payment of the item.

Payments Generally; Allocation of Proceeds. (a) The Borrower Borrowers shall make each payment required to be made by it hereunder them under this Agreement (whether of principal, interest or interest, fees, or of amounts payable under Sections 2.08 2.15 or 2.092.17, or otherwise) prior to 2:00 p.m., p.m. (New York City time, ) on the date when due, in immediately available funds, without set set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Lender to an account designated by the Lender at its offices at c/o Ares Management LLC, 200 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. Unless otherwise provided for in writing. If this Agreement, if any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. (b) Any proceeds of Collateral received by the Lender for application under this Agreement (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the BorrowerBorrowers), or (B) a mandatory prepayment (which shall be applied in accordance with Section 2.11) or (ii) after an Event of Default has occurred and is continuing and the Lender so elects such funds elects, shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Lender from the BorrowerBorrowers, second, to pay interest then due and payable on the Loans and the Reimbursement Obligationsratably, third, to prepay principal on the Loans and the unreimbursed Reimbursement Obligations on a pro rata basisLoans, fourth, to pay an amount to the Lender equal to one hundred five percent (105%) of the undrawn LC Face Amount, to be held as cash collateral for such Obligations, and fifth, to the payment of any other Secured Obligation Obligations (including, without limitation, any Prepayment Premium) due to the Lender from the Borrowers or any other Loan Party and last, after all of the Obligations have been paid in full (other than Unliquidated Obligations), to the Borrowers or as otherwise required by the Borrowerlaw. The Lender shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. (c) At the election of the Lender, all payments of fees, premiums, reimbursable expenses Obligations (including, without limitation, all reimbursement for fees any Prepayment Premium). (c) [Reserved]. (d) Each Borrower consents and expenses pursuant agrees, to Section 8.03)the extent it may effectively do so under applicable law, that any lender acquiring a participation may exercise against the Borrowers’ rights of set-off and other sums payable counterclaim with respect to such participation as fully as if such lender were a direct creditor of the Effective Date under Borrowers in the Loan Documents, amount of such participation. (e) [Reserved]. (f) [Reserved]. (g) The Lender may be paid from time to time provide the proceeds Borrowers with account statements or invoices with respect to any of the Initial Loan made hereunderObligations (including, without limitation, any Prepayment Premium) (the “Statements”). The Lender is under no duty or obligation to provide Statements, which, if provided, will be solely for the Borrowers’ convenience. Statements may contain estimates of the amounts owed during the relevant billing period, whether of principal, interest, fees or other Obligations (including, without limitation, any Prepayment Premium). If the Borrowers pay the full amount indicated on a Statement on or before the due date indicated on such Statement, the Borrowers shall not be in default of payment with respect to the billing period indicated on such Statement; provided, that acceptance by the Lender of any payment that is less than the total amount actually due at that time (including but not limited to any past due amounts) shall not constitute a waiver of the Lender’s right to receive payment in full at another time.

Payments Generally; Allocation of Proceeds. (a) The Borrower Borrowers shall make each payment required to be made by it them hereunder (whether of principal, interest interest, fees or feesreimbursement of LC Disbursements, or of amounts payable under Sections 2.08 2.13, 2.14 or 2.092.15, or otherwise) prior to 2:00 p.m., New York City timeEastern Standard Time, on the date when due, in immediately available funds, without set set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Lender to an account designated by the Lender in writingat its offices at 1000 Xxxx Xxxxx Xxxxxx - 00xx xxxxx, Xxxxxxxxx, XX 00000-0000. If Unless otherwise provided for herein, if any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. (b) Any proceeds of Collateral received by the Lender for application under this Agreement (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the BorrowerBorrowers), or (B) a mandatory prepayment (which shall be applied in accordance with Section 2.09) or (ii) after an Event of Default has occurred and is continuing and the Lender so elects elects, such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Lender from the BorrowerBorrowers, second, to pay interest then due and payable on the Loans and the Reimbursement Obligationsratably, third, to prepay principal on the Loans and unreimbursed LC Disbursements and to pay any amounts owing with respect to Swap Agreement Obligations, ratably (with amounts allocated to the unreimbursed Reimbursement Obligations on a pro rata basisTerm Loans and CapEx Loans and/or CapEx Term Loans of any Class applied to reduce the subsequent scheduled repayments of the Term Loans and CapEx Loans and/or CapEx Term Loans of such Class to be made pursuant to Section 2.08 in inverse order of maturity, fourth, to pay an amount to the Lender equal to one hundred five percent (105%) of the undrawn aggregate LC Face AmountExposure, to be held as cash collateral for such Obligations, fifth, to the payment of any amounts owing with respect to Banking Services Obligations, and fifthsixth, to the payment of any other Secured Obligation due to the Lender by from the BorrowerBorrowers or any other Loan Party. The Lender shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. (c) At the election of the Lender, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees fees, costs and expenses pursuant to Section 8.03), and other sums payable as of the Effective Date under the Loan Documents, may be paid from the proceeds of the Initial Loan Borrowings made hereunder, whether made following a request by the Borrower Representative pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of any Borrower maintained with the Lender. The Borrowers hereby irrevocably authorize (i) the Lender to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agree that all such amounts charged shall constitute Loans, and that all such Borrowings shall be deemed to have been requested pursuant to Section 2.03 and (ii) the Lender to charge any deposit account of any Borrower maintained with the Lender for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents. (d) The Lender may from time to time provide the Borrowers with account statements or invoices with respect to any of the Secured Obligations (the “Statements”). The Lender is under no duty or obligation to provide Statements, which, if provided, will be solely for the Borrowers’ convenience. Statements may contain estimates of the amounts owed during the relevant billing period, whether of principal, interest, fees or other Secured Obligations. If the Borrowers pay the full amount indicated on a Statement on or before the due date indicated on such Statement, the Borrowers shall not be in default of payment with respect to the billing period indicated on such Statement; provided, that acceptance by the Lender of any payment that is less than the total amount actually due at that time (including but not limited to any past due amounts) shall not constitute a waiver of the Lender’s right to receive payment in full at another time.

Payments Generally; Allocation of Proceeds. (a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest interest, fees or feesreimbursement of LC Disbursements, or of amounts payable under Sections 2.08 2.13, 2.14 or 2.092.15, or otherwise) prior to 2:00 p.m., New York City time, on the date when due, in immediately available funds, without set off set‑off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Lender at its offices at 000 Xxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx or to an account designated by such other location as the Lender may direct in writing. If Unless otherwise provided for herein, if any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. (b) Any proceeds of Collateral received by the Lender for application under this Agreement (i) not constituting either (A) a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrower), or (B) a mandatory prepayment (which shall be applied in accordance with Section 2.09) or (ii) after an Event of Default has occurred and is continuing and the Lender so elects elects, such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Lender from the Borrower, second, to pay interest then due and payable on the Loans and the Reimbursement Obligationsratably, third, to prepay principal on the Loans and the unreimbursed Reimbursement Obligations on a pro rata basisLC Disbursements and to pay any amounts owing with respect to Swap Agreement Obligations, ratably, fourth, to pay an amount to the Lender equal to one hundred five percent (105%) of the undrawn aggregate LC Face AmountExposure, to be held as cash collateral for such Obligations, fifth, to the payment of any amounts owing with respect to Banking Services Obligations, and fifthsixth, to the payment of any other Secured Obligation due to the Lender from the Borrower or any other Loan Party. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless a Default is in existence, the Lender shall not apply any payment which it receives to any Eurodollar Loan, except (i) on the expiration date of the Interest Period applicable thereto, or (ii) in the event, and only to the extent, that there are no outstanding CBFR Loans of the same Class and, in any such event, the Borrower shall pay the break funding payment required in accordance with Section 2.14. The Lender shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. (c) At the election of the Lender, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees fees, costs and expenses pursuant to Section 8.03), and other sums payable as of the Effective Date under the Loan Documents, may be paid from the proceeds of the Initial Loan Borrowings made hereunder, whether made following a request by the Borrower pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of the Borrower maintained with the Lender. The Borrower hereby irrevocably authorizes (i) the Lender to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans, and that all such Borrowings shall be deemed to have been requested pursuant to Sections 2.03 and (ii) the Lender to charge any deposit account of the Borrower maintained with the Lender for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents. (d) The Lender may from time to time provide the Borrower with account statements or invoices with respect to any of the Secured Obligations (the “Statements”). The Lender is under no duty or obligation to provide Statements, which, if provided, will be solely for the Borrower’s convenience. Statements may contain estimates of the amounts owed during the relevant billing period, whether of principal, interest, fees or other Secured Obligations. If the Borrower pays the full amount indicated on a Statement on or before the due date indicated on such Statement, the Borrower shall not be in default of payment with respect to the billing period indicated on such Statement; provided, that acceptance by the Lender of any payment that is less than the total amount actually due at that time (including but not limited to any past due amounts) shall not constitute a waiver of the Lender’s right to receive payment in full at another time.

Payments Generally; Allocation of Proceeds. (a) The Borrower All payments of Obligations shall make each payment required to be made by it hereunder in Dollars, without offset, counterclaim or defense of any kind, free and clear of (whether of principaland without deduction for) any Taxes, interest or fees, or of amounts payable under Sections 2.08 or 2.09, or otherwise) prior to 2:00 p.m., New York City time, on the date when due, and in immediately available funds, without set off or counterclaimnot later than 2:00 P.M. New York time on the due date. Any amounts received payment after such time on any date may, in the discretion of the Lender, shall be deemed to have been received made on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Lender to an account designated by the Lender in writingDay. If any payment hereunder shall be is due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon . All Obligations shall be payable for the period of at Lender’s offices in New York or such extension. All payments hereunder shall be made other place as Lender may designate in dollarswriting to Borrower from time to time. (b) Any Subject to the other terms and conditions contained herein, Lender shall apply payments received or collected from Borrower or for the account of Borrower (including the monetary proceeds of Collateral received by the Lender for application under this Agreement (i) not constituting a specific payment collections or of principalrealization upon any Collateral), interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrower), or (ii) after an Event of Default has occurred and is continuing and the Lender so elects such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Lender from the Borrower, second, to pay interest then due and payable on the Loans and the Reimbursement Obligations, third, to prepay principal on the Loans and the unreimbursed Reimbursement Obligations on a pro rata basis, fourth, to pay an amount to the Lender equal to one hundred five percent (105%) of the undrawn LC Face Amount, to be held as cash collateral for such Obligations, and fifth, to the payment of the Obligations in such order as Lender may elect, and Borrower shall remain liable to Lender for any other Secured Obligation due to the Lender by the Borrower. The Lender shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligationsdeficiency. (c) At the election of the LenderXxxxxx, all payments of principal, interest, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 8.03), and other sums amounts payable as of the Effective Date under the Loan Documents, Documents may be paid from the proceeds of Revolving Loans made hereunder whether made following a request by Xxxxxxxx or a deemed request as provided in this Section 4.1 or may be charged to the Initial loan account of Borrower that Xxxxxx maintains. Borrower is hereby irrevocably deemed to request that, and authorizes Lender to (i) make a Revolving Loan made hereunderfor the purpose of paying each payment of principal, interest, fees, expenses and other amounts as it becomes due hereunder or under any other Loan Document and agrees that all such amounts charged shall constitute Revolving Loans and (ii) charge the loan account of Borrower that Xxxxxx maintains for each payment of principal, interest, fees, expenses and other amounts due hereunder or under any other Loan Document. Xxxxxx shall be entitled to charge the loan account of Borrower that it maintains for any sum due and payable by Xxxxxxxx to Lender hereunder or under any of the other Loan Documents.

Payments Generally; Allocation of Proceeds. (a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest interest, fees or feesreimbursement of LC Disbursements, or of amounts payable under Sections 2.08 Section 2.14, 2.15 or 2.092.16, or otherwise) prior to 2:00 p.m., New York City Chicago time, on the date when due, in immediately available funds, without set off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Lender to an account designated by the Lender in writingat its offices at 00 Xxxxx Xxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxxxxx. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. (b) Any proceeds of Collateral received by the Lender for application under this Agreement (i) not constituting a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrower), or (ii) after an Event of Default has occurred and is continuing and the Lender so elects such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Lender from the Borrower, second, to pay interest then due and payable on the Loans and the Reimbursement ObligationsLoans, third, to prepay principal on the Loans and the unreimbursed Reimbursement Obligations on a pro rata basisLC Disbursements, fourth, to pay an amount to the Lender equal to one hundred five percent (105%) (or, with respect to non-U.S. Dollar Letters of Credit, 110%) of the aggregate undrawn face amount of all outstanding Letters of Credit and the aggregate amount of all LC Face Amount, Exposure (with the undrawn amount thereof to be held as cash collateral for such Obligations), fifth, to payment of any amounts owing with respect to Banking Services Obligations and Swap Obligations, and fifthsixth, to the payment of any other Secured Obligation due to the Lender by the Borrower. Notwithstanding anything to the contrary contained in this Agreement, unless so directed by the Borrower, or unless an Event of Default is in existence, the Lender shall not apply any payment which it receives to any Eurodollar Loan of a Class, except (a) on the expiration date of the Interest Period applicable thereto or (b) in the event, and only to the extent, that there are no outstanding CBFR Loans of the same Class and, in any such event, the Borrower shall pay the break funding payment required in accordance with Section 2.15. The Lender shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. (c) At the election of the Lender, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 8.03), and other sums payable as of the Effective Date under the Loan DocumentsDocuments which are not otherwise paid when due by the Borrower, may be paid from the proceeds of Borrowings made hereunder whether made following a request by the Initial Borrower pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of the Borrower maintained with the Lender. The Borrower hereby irrevocably authorizes (i) the Lender to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan made hereunderDocuments which is not otherwise paid when due by the Borrower and agrees that all such amounts charged shall constitute Loans (but such a Borrowing may only constitute a Protective Advance if it is to reimburse costs, fees and expenses as described in Section 8.03) and that all such Borrowings shall be deemed to have been requested pursuant to Sections 2.03 or 2.04, as applicable and (ii) the Lender to charge any deposit account of the Borrower maintained with the Lender for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents which is not otherwise paid when due by the Borrower.

Payments Generally; Allocation of Proceeds. (a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest interest, fees or feesreimbursement of LC Disbursements, or of amounts payable under Sections 2.08 2.13, 2.14 or 2.092.15, or otherwise) prior to 2:00 p.m., New York City Pacific time, on the date when due, in immediately available funds, without set off set-off, recoupment or counterclaim. Any amounts received after such time on any date may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Lender to an account designated by the Lender in writingat its offices at 00 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, XX 00000. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in dollars. (b) Any proceeds of Collateral received by the Lender for application under this Agreement (i) not constituting a specific payment of principal, interest, fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrower), or (ii) after an Event of Default has occurred and is continuing and the Lender so elects such funds shall be applied ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Lender from the Borrower, second, to pay interest then due and payable on the Loans and the Reimbursement Obligations, third, to prepay principal on the Loans and the unreimbursed Reimbursement Obligations on a pro rata basis, fourth, to pay an amount to the Lender equal to one hundred five percent (105%) of the undrawn LC Face Amount, to be held as cash collateral for such Obligations, and fifth, to the payment of any other Secured Obligation due to the Lender by the Borrower. The Lender shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations. (c) At the election of the Lender, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees fees, costs and expenses pursuant to Section 8.03), and other sums payable as of the Effective Date under the Loan Documents, may be paid from the proceeds of the Initial Loan Borrowings made hereunder, whether made following a request by the Borrower pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of the Borrower maintained with the Lender. The Borrower hereby irrevocably authorizes the Lender to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans, and that all such Borrowings shall be deemed to have been requested pursuant to Section 2.03. (c) The Lender may from time to time provide the Borrower with account statements or invoices with respect to any of the Obligations (the “Statements”). The Lender is under no duty or obligation to provide Statements, which, if provided, will be solely for the Borrower’s convenience. Statements may contain estimates of the amounts owed during the relevant billing period, whether of principal, interest, fees or other Obligations. If the Borrower pays the full amount indicated on a Statement on or before the due date indicated on such Statement, the Borrower shall not be in default of payment with respect to the billing period indicated on such Statement; provided, that acceptance by the Lender of any payment that is less than the total amount actually due at that time (including but not limited to any past due amounts) shall not constitute a waiver of the Lender’s right to receive payment in full at another time.