Common use of Place and Application of Payments and Collections Clause in Contracts

Place and Application of Payments and Collections. (a) All payments of principal, interest, fees and all other obligations payable hereunder and under the other Loan Documents shall be made to the Bank at its office at 135 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (xx at such other place as the Bank may specify in writing). All such payments shall be made (by wire transfer or otherwise) in lawful money of the United States of America, in immediately available funds at the place of payment, without set-off or counterclaim and without reduction for, and free from, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions or conditions of any nature imposed by any government or any political subdivision or taxing authority thereof (but excluding any taxes imposed on or measured by the net income of the Bank). Unless the Parent otherwise directs, principal payments on a Note shall be applied first to the Prime Rate Portion of such Note until payment in full thereof, with any balance applied, subject to the last sentence of this Section 3.1(a), to the LIBOR Portions of such Note in the order in which their Interest Periods expire. All payments on any Note (whether voluntary or required) shall be accompanied by any amount due the Bank under Section 10.5 hereof, but no acceptance of such a payment without requiring payment of amounts due under Section 10.5 shall preclude a later demand by the Bank for any amount due it under Section 10.5 in respect of such payment. Any amount paid or prepaid on the Revolving Credit Note may, subject to all of the terms and conditions hereof, be borrowed, repaid and borrowed again. No amount paid or prepaid on any Term Note may be reborrowed. Unless expressly set forth otherwise herein, all prepayments on the Term Notes shall be applied to the several installments thereof in the direct order of maturity. (b) All payments made by the Borrowers and all proceeds of Collateral shall, upon receipt by the Bank, be applied by the Bank to the Obligations then due and payable. Prior to the occurrence of an Event of Default, except as otherwise specifically provided for herein or directed by the Parent, all payments made by the Parent shall be applied by the Bank against the outstanding Obligations as follows: 7 13 (i) first, to any outstanding fees, charges and expenses then due the Bank (provided the Bank has first notified the Borrower of such fee, charge or expense and the Borrower has failed to pay the same as and when required hereunder);

Place and Application of Payments and Collections. (a1) All payments of principal, interest, fees and all other obligations Obligations payable hereunder and under the other Loan Credit Documents shall be made to the Bank Lender at its office at 135 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx the address set out on the signature page hereof (xx or at such other place as the Bank Lender may specify in writingspecify). All such payments shall be made (by wire transfer or otherwise) in lawful money of the United States of Americacurrency in which such Obligations are denominated, in immediately available funds at the place of payment, without set-off or counterclaim and without reduction for, and free from, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions or conditions of any nature imposed by any government or any political subdivision or taxing authority thereof (but excluding any taxes imposed on or measured by the net income of the BankLender). Unless the Parent otherwise directs, principal payments on . (2) Any voluntary prepayment of a Note shall be applied first to the Prime Rate Portion of such Note until payment in full thereof, with any balance applied, subject to the last sentence of this Section 3.1(a), to the LIBOR Portions of such Note in the order in which their Interest Periods expire. All payments on any Note (whether voluntary or required) shall be accompanied by any amount due the Bank under Section 10.5 hereof, but no acceptance of such a payment without requiring payment of amounts due under Section 10.5 shall preclude a later demand by the Bank for any amount due it under Section 10.5 in respect of such payment. Any amount paid or prepaid on the Revolving Credit Note may, subject to all of the terms and conditions hereof, be borrowed, repaid and borrowed again. No amount paid or prepaid on any Term Note may be reborrowed. Unless expressly set forth otherwise herein, all prepayments on the Term Notes Loan shall be applied to repay such Revolving Loan to the several installments full extent thereof in and any excess shall be returned to the direct order of maturityBorrowers. (b3) All payments Any mandatory repayment of Accommodations Outstanding made by the Borrowers and all proceeds of Collateral Borrower pursuant to Section 8.3 shall, upon receipt by the BankLender, be applied by the Bank Lender to the Obligations then due and payable, in such order and such manner as the Lender determines appropriate. Prior The Borrower hereby irrevocably waives the right to direct the occurrence application of an Event of Default, except as otherwise specifically provided for herein or directed payments and collections at any time received by the ParentLender from or on behalf of the Borrower, all payments made by the Parent shall be applied by the Bank against the outstanding Obligations as follows: 7 13 (i) first, to any outstanding fees, charges and expenses then due the Bank (provided the Bank has first notified the Borrower of such fee, charge or expense and the Borrower has failed hereby irrevocably agrees that the Lender shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time by the Lender against the Obligations in such manner as the Lender determines appropriate. (4) The Borrower hereby irrevocably authorizes the Lender to charge any of the Deposit Accounts for the amounts from time to time necessary to pay any then due Obligations; provided that the same as Borrower acknowledges and when required hereunder);agrees that the Lender shall be under no obligation to do so and the Lender shall incur no liability to the Borrower or any other Person for the Lender’s failure to do so.

Place and Application of Payments and Collections. (a) All payments of principal, interest, fees fees, and all other obligations Obligations payable hereunder and under the other Loan Documents shall be made to the Bank at its office at 135 Xxxxx XxXxxxx 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (xx or at such other place as the Bank may specify in writingspecify). Payments received by the Bank after 2:00 p.m. (Chicago time) shall be deemed received as of the opening of business on the next Business Day. All such payments shall be made (by wire transfer or otherwise) in lawful money of the United States of America, in immediately available funds at the place of payment, without set-off or counterclaim and without reduction for, and free from, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions or conditions of any nature imposed by any government or any political subdivision or taxing authority thereof (but excluding any taxes imposed on or measured by the net income of the Bank). Unless the Parent Borrowers otherwise directsdirect, principal payments on a Note shall be applied first to the Prime applicable Base Rate Portion of such Note until payment in full thereof, with any balance applied, subject applied to the last sentence of this Section 3.1(a), to the applicable LIBOR Portions of such Note in the order in which their Interest Periods expire. All payments on any Note (whether voluntary or required) shall be accompanied by any amount due the Bank under Section 10.5 hereof, but no acceptance of such a payment without requiring payment of amounts due under Section 10.5 shall preclude a later demand by the Bank for any amount due it under Section 10.5 in respect of such payment. Any amount paid or prepaid on the Revolving Credit Note may, subject to all of the terms and conditions hereof, be borrowed, repaid and borrowed again. No amount paid or prepaid on any Term Note may be reborrowed. Unless expressly set forth otherwise herein, all prepayments on the Term Notes shall be applied to the several installments thereof in the direct order of maturity. (b) All payments made by the Borrowers on the Obligations, and all proceeds of Collateral shallreceived by the Bank, shall in each case, upon receipt by the Bank, be applied by the Bank to the Obligations then due and payable, with any balance of such proceeds not applied to the Obligations to be held by the Bank as collateral security for the Obligations except as otherwise set forth herein. Prior to the occurrence of an a Default or Event of Default, except as otherwise specifically provided for herein or directed by the ParentBorrowers, all payments made by the Parent Borrowers on the Obligations, and all proceeds of Collateral received by the Bank, shall in each case be applied by the Bank against the outstanding Obligations as follows: 7 13 (i) first, to any outstanding fees, charges charges, and expenses then due the Bank Bank; (ii) second, to outstanding interest charges then due in respect of the Obligations; (iii) third, to any scheduled principal installment then due in respect of the Term Loan; (iv) fourth, to the outstanding principal balance of the Revolving Loans and reimbursement obligations in respect of amounts drawn under Letters of Credit; and (v) finally, to be made available to the Borrowers for working capital purposes or invested by the Borrowers as permitted by Section 8.9 hereof. Except as otherwise specifically provided for herein, the Borrowers hereby irrevocably waive the right to direct the application of payments and collections at any time received by the Bank has first notified from or on behalf of the Borrower of such feeBorrowers, charge or expense and the Borrower Borrowers hereby irrevocably agree that the Bank shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time by the Bank against the Obligations in such manner as the Bank may deem advisable; provided, however, if no Default or Event of Default has failed occurred and is continuing, the Bank shall apply any and all such payments and collections received by the Bank against the Obligations in the manner directed by the Borrowers. (c) The Borrowers hereby irrevocably authorize the Bank to charge any Borrower’s deposit accounts maintained with the Bank for the amounts from time to time necessary to pay any then due Obligations; provided that the same as Borrowers acknowledge and when required hereunder);agree that the Bank shall be under no obligation to do so and the Bank shall incur no liability to the Borrowers or any other Person for the Bank’s failure to do so.

Place and Application of Payments and Collections. (a) All payments of principal, interest, fees and all other obligations Obligations payable hereunder and under the other Loan Documents shall be made to the Bank Lender at its principal office at 135 Xxxxx XxXxxxx Xxxxxxin Chicago, XxxxxxxIllinois, Xxxxxxxx no later than 1:00 p.m. (xx at Des Moines time) on the date any such other place payment is due and payable. Payments received by the Lender after 1:00 p.m. shall be deemed received as of the Bank may specify in writing)opening of business on the next Business Day. All such payments shall be made (by wire transfer or otherwise) in lawful money of the United States of America, in immediately available funds at the place of payment, without set-off or counterclaim and without reduction for, and free from, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions or conditions of any nature imposed by any government or any political subdivision or taxing authority thereof (but excluding any taxes imposed on or measured by the net income of the BankLender). Unless the Parent Company otherwise directs, principal payments on a Note shall be first applied first to the Prime Domestic Rate Portion of such the Note until payment in full thereof, with any balance applied, subject to the last sentence of this Section 3.1(a), applied to the LIBOR Rate Portions of such the Note in the order in which their Interest Periods expire. All payments on any Note (whether voluntary or required) shall be accompanied by any amount due the Bank Lender under Section 10.5 2.9 hereof, but no acceptance of such a payment without requiring payment of amounts due under Section 10.5 2.9 shall preclude a later demand by the Bank Lender for any amount due it them under Section 10.5 2.9 in respect of such payment. Any amount paid or prepaid on Anything contained herein to the Revolving Credit Note maycontrary notwithstanding, subject to all payments and collections received in respect of the terms and conditions hereof, be borrowed, repaid and borrowed again. No amount paid or prepaid on any Term indebtedness evidenced by the Note may be reborrowed. Unless expressly set forth otherwise herein, all prepayments on the Term Notes shall be applied as follows: (a) first, to the several installments thereof payment of any outstanding costs and expenses reasonably incurred by the Lender in protecting, preserving or enforcing rights under this Agreement, or the direct order Note and in any event including all costs and expenses of maturity.a character which the Company has agreed to pay under Section 9.4 hereof; (b) All payments made by the Borrowers and all proceeds of Collateral shallsecond, upon receipt by the Bank, be applied by the Bank to the Obligations then payment of any outstanding interest or other fees or amounts due and payable. Prior under the Note or this Agreement; (c) third, to the occurrence payment of an Event the principal of Default, except as otherwise specifically provided for herein or directed by the Parent, all payments made by the Parent shall be applied by the Bank against the outstanding Obligations as follows:Note; 7 13 (id) firstforth, to the Lender in accord with the amounts of any outstanding feesother indebtedness, charges obligations or liabilities of the Company owing to the Lender unless and expenses then due until all such indebtedness, obligations and liabilities have been fully paid and satisfied; and (e) fifth, to the Bank (provided the Bank has first notified the Borrower of such fee, charge Company or expense and the Borrower has failed to pay the same as and when required hereunder);whoever may be lawfully entitled thereto.

Place and Application of Payments and Collections. (a) All payments of principal, interest, fees and all other obligations Obligations payable hereunder and under the other Loan Documents shall be made to the Bank Lender at its principal office at 135 Xxxxx XxXxxxx Xxxxxxin Okoboji, Xxxxxxx, Xxxxxxxx Iowa no later than 1:00 p.m. (xx at Okoboji time) on the date any such other place payment is due and payable. Payments received by the Lender after 1:00 p.m. shall be deemed received as of the Bank may specify in writing)opening of business on the next Business Day. All such payments shall be made (by wire transfer or otherwise) in lawful money of the United States of America, in immediately available funds at the place of payment, without set-off setoff or counterclaim and without reduction for, and free from, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions or conditions of any nature imposed by any government or any political subdivision or taxing authority thereof (but excluding any taxes imposed on or measured by the net income of the BankLender). Unless the Parent otherwise directs, principal payments on a Note shall be applied first to the Prime Rate Portion of such Note until payment in full thereof, with any balance applied, subject to the last sentence of this Section 3.1(a), to the LIBOR Portions of such Note in the order in which their Interest Periods expire. All payments on any Note prepayments (whether voluntary or required) applicable to the Term Note shall be accompanied by any amount due applied to the Bank under Section 10.5 hereof, but no acceptance installments in their inverse order of such a payment without requiring payment of amounts due under Section 10.5 shall preclude a later demand by the Bank for any amount due it under Section 10.5 in respect of such payment. Any amount paid or prepaid on the Revolving Credit Note may, subject to all of the terms and conditions hereof, be borrowed, repaid and borrowed againmaturity. No amount paid or prepaid on any Term Note Loans may be reborrowed. Unless expressly set forth otherwise hereinAnything contained herein to the contrary notwithstanding, all prepayments on payments and collections received in respect of the Term indebtedness evidenced by the Notes shall be applied as follows: (a) first, to the several installments thereof payment of any outstanding costs and expenses incurred by the Lender in protecting, preserving or enforcing rights under this Agreement, the direct order Security Documents, or the Notes and in any event including all costs and expenses of maturity.a character which the Borrowers has agreed to pay under Section 10.4 hereof; (b) All payments made by second, to the payment of any outstanding interest or other fees or amounts due under the Notes or this Agreement; (c) third, to the payment of the principal of the Notes; (d) fourth, to the Lender in accord with the amounts of any other indebtedness, obligations or liabilities of the Borrowers owing to it unless and until all proceeds of Collateral shallsuch indebtedness, upon receipt by the Bankobligations and liabilities have been fully paid and satisfied; and (e) fifth, be applied by the Bank to the Obligations then due and payable. Prior to the occurrence of an Event of Default, except as otherwise specifically provided for herein Borrowers or directed by the Parent, all payments made by the Parent shall whoever may be applied by the Bank against the outstanding Obligations as follows: 7 13 (i) first, to any outstanding fees, charges and expenses then due the Bank (provided the Bank has first notified the Borrower of such fee, charge or expense and the Borrower has failed to pay the same as and when required hereunder);lawfully entitled thereto.

Place and Application of Payments and Collections. (a1) All payments of principal, interest, fees and all other obligations Obligations payable hereunder and under the other Loan Credit Documents shall be made to the Bank Lender at its office at 135 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx the address set out on the signature page hereof (xx or at such other place as the Bank Lender may specify in writingspecify). All such payments shall be made (by wire transfer or otherwise) in lawful money of the United States of Americacurrency in which such Obligations are denominated, in immediately available funds at the place of payment, without set-off or counterclaim and without reduction for, and free from, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions or conditions of any nature imposed by any government or any political subdivision or taxing authority thereof (but excluding any taxes imposed on or measured by the net income of the BankLender). Unless the Parent otherwise directs, principal payments on a Note shall be applied first to the Prime Rate Portion of such Note until payment in full thereof, with any balance applied, subject to the last sentence of this Section 3.1(a), to the LIBOR Portions of such Note in the order in which their Interest Periods expire. All payments on any Note (whether voluntary or required) shall be accompanied by any amount due the Bank under Section 10.5 hereof, but no acceptance of such a payment without requiring payment of amounts due under Section 10.5 shall preclude a later demand by the Bank for any amount due it under Section 10.5 in respect of such payment. Any amount paid or prepaid on the Revolving Credit Note may, subject to all of the terms and conditions hereof, be borrowed, repaid and borrowed again. No amount paid or prepaid on any Term Note may be reborrowed. Unless expressly set forth otherwise herein, all prepayments on the Term Notes shall be applied to the several installments thereof in the direct order of maturity. (b2) All payments Any mandatory repayment of Accommodations Outstanding made by the Borrowers and all proceeds of Collateral any Borrower pursuant to Section 9.3 shall, upon receipt by the BankLender, be applied by the Bank Lender to the Obligations then due and payable, in such order and such manner as the Lender determines appropriate. Prior Each of the Borrowers hereby irrevocably waives the right to direct the occurrence application of an Event of Default, except as otherwise specifically provided for herein or directed payments and collections at any time received by the ParentLender from or on behalf of any Borrower, and the Borrowers hereby irrevocably agree that the Lender shall have the continuing exclusive right to apply and reapply any and all such payments made and collections received at any time by the Parent Lender against the Obligations in such manner as the Lender determines appropriate. (3) The Borrowers hereby irrevocably authorize the Lender to charge any of the Deposit Accounts for the amounts from time to time necessary to pay any then due Obligations, and the Borrowers acknowledge and agree that the Lender shall be applied by under no obligation to do so and the Bank against the outstanding Obligations as follows: 7 13 (i) first, Lender shall incur no liability to any outstanding fees, charges and expenses then due Borrower or any other Person for the Bank (provided the Bank has first notified the Borrower of such fee, charge or expense and the Borrower has failed Lender’s failure to pay the same as and when required hereunder);do so.

Place and Application of Payments and Collections. (a) All payments of principal, interest, fees and all other obligations Obligations payable hereunder and under the other Loan Documents shall be made to the Bank Administrative Agent at its principal office at 135 Xxxxx XxXxxxx Xxxxxxin Chicago, XxxxxxxIllinois, Xxxxxxxx no later than 11:00 a.m. (xx at Des Moines time) on the date any such other place payment is due and payable. Payments received by the Administrative Agent after 11:00 a.m. shall be deemed received as of the Bank may specify in writing)opening of business on the next Business Day. All such payments shall be made (by wire transfer or otherwise) in lawful money of the United States of America, in immediately available funds at the place of payment, without set-off or counterclaim and without reduction for, and free from, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions or conditions of any nature imposed by any government or any political subdivision or taxing authority thereof (but excluding any franchise tax and any taxes imposed on or measured by the net income of the BankLenders). Except as otherwise provided in this Agreement, all payments shall be received by the Administrative Agent for the ratable account of the Lenders, and shall be promptly distributed by the Administrative Agent ratably to the Lenders except that payments which pursuant to the terms hereof are for the use and benefit of the Administrative Agent shall be retained by it for its own account and payments received to reimburse a Lender for a cost peculiar to that Lender shall be remitted to it. Unless the Parent Company otherwise directs, principal payments on a Note shall be first applied first to the Prime Domestic Rate Portion of such Note the Notes until payment in full thereof, with any balance applied, subject to the last sentence of this Section 3.1(a), applied to the LIBOR Portions of such Note the Notes in the order in which their Interest Periods expire. All payments on any Note (whether voluntary or required) shall be accompanied by any amount due the Bank Lenders under Section 10.5 2.9 hereof, but no acceptance of such a payment without requiring payment of amounts due under Section 10.5 2.9 shall preclude a later demand by the Bank Lenders for any amount due it them under Section 10.5 2.9 in respect of such payment. Any amount paid or prepaid on Anything contained herein to the Revolving Credit Note maycontrary notwithstanding, subject to all payments and collections received in respect of the terms and conditions hereof, be borrowed, repaid and borrowed again. No amount paid indebtedness evidenced by the Notes or prepaid on any Term Note may be reborrowed. Unless expressly set forth otherwise herein, all prepayments on the Term Notes Applications shall be applied remitted to the several installments thereof Administrative Agent and distributed as follows: (a) first, to the payment of any outstanding costs and expenses reasonably incurred by the Agents in protecting, preserving or enforcing rights under this Agreement, the direct order Applications, or the Notes and in any event including all costs and expenses of maturity.a character which the Company has agreed to pay under Section 10.4 hereof and which are then due and payable (such funds to be retained by the relevant Agent for its own account unless it has previously been reimbursed for such costs and expenses by the Lenders, in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to such Agent); (b) All payments made by the Borrowers and all proceeds of Collateral shallsecond, upon receipt by the Bank, be applied by the Bank to the Obligations then payment of any outstanding interest or other fees or amounts due under the Notes, the Applications or this Agreement (other than for principal of the Notes or reimbursement of the principal amounts presented and payable. Prior paid under the Letters of Credit) ratably as among the Lenders in accord with the amount of such interest and other fees or amounts owing each; (c) third, to the occurrence payment of the principal of the Notes ratably among the Notes and the amounts of all drafts presented and paid under the Letters of Credit; (d) fourth, in the case of an Event of Default, except as otherwise specifically provided for herein Default or directed repayment of all Obligations and the termination of the Revolving Credit Commitments to be held by the Parent, all payments made by Administrative Agent up to the Parent shall be full undrawn amount of the Letters of Credit and applied by the Bank against Administrative Agent to the outstanding Obligations payment of any drafts presented and paid thereunder with any surplus distributed as follows:hereinbelow provided; 7 13 (ie) firstfifth, to the Lenders ratably in accord with the amounts of any outstanding feesother indebtedness, charges obligations or liabilities of the Company owing to each of them unless and expenses then due until all such indebtedness, obligations and liabilities have been fully paid and satisfied; and (f) sixth, to the Bank (provided the Bank has first notified the Borrower of such fee, charge Company or expense and the Borrower has failed to pay the same as and when required hereunder);whoever may be lawfully entitled thereto.

Place and Application of Payments and Collections. (a) All payments of principal, interest, fees and all other obligations Obligations payable hereunder and under the other Loan Documents shall be made to the Bank at its office at 135 Xxxxx XxXxxxx 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (xx or at such other place as the Bank may specify in writingspecify). All such payments shall be made (by wire transfer or otherwise) in lawful money of the United States of America, in immediately available funds at the place of payment, without set-off or counterclaim and without reduction for, and free from, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions or conditions of any nature imposed by any government or any political subdivision or taxing authority thereof (but excluding any taxes imposed on or measured by the net income or gross receipts of the Bank). Payments received by the Bank after 1:30 p.m. (Chicago time) shall be deemed received as of the opening of business on the next Business Day. Unless the Parent Company otherwise directs, principal payments on a the Revolving Credit Note shall be applied first to the Prime Domestic Rate Portion of such the Revolving Credit Note until payment in full thereof, with any balance applied, subject to the last sentence of this Section 3.1(a), applied to the LIBOR Portions of such the Revolving Credit Note in the order in which their Interest Periods expire. All payments on any Note (whether voluntary or required) shall be accompanied by any amount due the Bank under Section 10.5 hereof, but no acceptance of such a payment without requiring payment of amounts due under Section 10.5 shall preclude a later demand by the Bank for any amount due it under Section 10.5 in respect of such payment. Any amount paid or prepaid on the Revolving Credit Note may, subject to all of the terms and conditions hereof, be borrowed, repaid and borrowed again. No amount paid or prepaid on any Term Note may be reborrowed. Unless expressly set forth otherwise herein, all prepayments on the Term Notes shall be applied to the several installments thereof in the direct order of maturity. (b) All payments made by the Borrowers Company and all proceeds of Collateral shall, upon receipt by the Bank, be applied by the Bank to the Obligations then due and payable, with any balance of such proceeds not applied to the Obligations to be held by the Bank as collateral security for the Obligations. Prior to the occurrence of an a Default or Event of Default, except as otherwise specifically provided for herein or directed by the Parentherein, all payments made by the Parent Company and all proceeds of Collateral shall be applied by the Bank against the outstanding Obligations as follows: 7 13 (i) first, to any outstanding fees, charges and expenses then due the Bank Bank; (ii) second, to outstanding interest charges then due in respect of the Obligations; (iii) third, to the outstanding principal balance of the Loans and reimbursement obligations in respect of drafts drawn under Letters of Credit; and (iv) finally, to be applied to, or held as collateral security for, any remaining unpaid or unsatisfied Obligations. Except as otherwise specifically provided for herein, the Company hereby irrevocably waives the right to direct the application of payments and collections at any time received by the Bank has first notified from or on behalf of the Borrower of such feeCompany, charge or expense and the Borrower has failed Company hereby irrevocably agrees that the Bank shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time by the Bank against the Obligations in such manner as the Bank may deem advisable. (c) The Company hereby irrevocably authorizes the Bank to charge any of the Company's deposit accounts maintained with the Bank for the amounts from time to time necessary to pay any then due Obligations; provided that the same as Company acknowledges and when required hereunder);agrees that the Bank shall be under no obligation to do so and the Bank shall incur no liability to the Company or any other Person for the Bank's failure to do so.

Place and Application of Payments and Collections. (a1) All payments of principal, interest, fees and all other obligations Obligations payable hereunder and under the other Loan Documents shall be made to the Bank at its office at 135 Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx the address set out in Section 10.8 hereof (xx or at such other place as the Bank may specify in writingspecify). All such payments shall be made (by wire transfer or otherwise) in lawful money of the United States of Americacurrency in which such Obligations are denominated, in immediately available funds at the place of payment, without set-off set off, compensation or counterclaim and without reduction for, and free from, any and all present or future taxesTaxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions or conditions of any nature imposed by any government or any political subdivision or taxing authority thereof Governmental Authority (but excluding any taxes Taxes imposed on or measured by the net income of the Bank). Unless the Parent otherwise directs, principal payments on a Note shall be applied first to the Prime Rate Portion of such Note until payment in full thereof, with any balance applied, subject to the last sentence of this Section 3.1(a), to the LIBOR Portions of such Note in the order in which their Interest Periods expire. All payments on any Note (whether voluntary or required) shall be accompanied by any amount due the Bank under Section 10.5 hereof, but no acceptance of such a payment without requiring payment of amounts due under Section 10.5 shall preclude a later demand by the Bank for any amount due it under Section 10.5 in respect of such payment. Any amount paid or prepaid on the Revolving Credit Note may, subject to all of the terms and conditions hereof, be borrowed, repaid and borrowed again. No amount paid or prepaid on any Term Note may be reborrowed. Unless expressly set forth otherwise herein, all prepayments on the Term Notes shall be applied to the several installments thereof in the direct order of maturity. (b2) All payments made by the Borrowers Borrower and all proceeds of Collateral shall, upon receipt by the Bank, be applied by the Bank to the Obligations then due and payable, with any balance of such proceeds not applied to the Obligations to be held by the Bank as collateral security for the Obligations, which amounts shall bear interest at the Bank’s prevailing rate for deposit accounts. Prior to the occurrence of a Default or an Event of DefaultDefault which is continuing, except as otherwise specifically provided for herein or directed by the ParentBorrower, all payments made by the Parent Borrower and all proceeds of Collateral shall be applied by the Bank against the outstanding Obligations as follows: 7 13 (ia) first, to any outstanding fees, charges and expenses then due to the Bank or its legal counsel; (provided b) second, to outstanding interest charges then due in respect of the Obligations; (c) third, to the outstanding principal balance of the Revolving Credit Loans, reimbursement obligations in respect of claims under Letters of Credit and satisfaction of all Obligations under the MasterCard Agreement and Forward Contracts, all in such proportions as the Bank has first notified may determine; and (d) finally, to be applied to, or held as collateral security for, any remaining unpaid or unsatisfied Obligations. Except as otherwise specifically provided for herein, the Borrower hereby irrevocably waives the right to direct the application of such feepayments and collections at any time received by the Bank from or on behalf of the Borrower, charge or expense and the Borrower has failed hereby irrevocably agrees that the Bank shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time by the Bank against the Obligations in such manner as the Bank may deem advisable. (3) The Borrower hereby irrevocably authorizes the Bank to charge any of the Accounts for the amounts from time to time necessary to pay any then due Obligations; provided that the same as Borrower acknowledges and when required hereunder);agrees that the Bank shall be under no obligation to do so and the Bank shall incur no liability to the Borrower or any other Person for the Bank’s failure to do so, except in the case of the gross or intentional fault of the Bank.

Place and Application of Payments and Collections. (a) All payments of principal, interest, fees and all other obligations Obligations payable hereunder and under the other Loan Documents shall be made to the Bank at its office at 135 Xxxxx XxXxxxx 111 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (xx at such other place as the Bank may specify in writingspecify). All such payments shall be made (by wire transfer or otherwise) in lawful money of the United States of America, in immediately available funds at the place of payment, without set-off or counterclaim and without reduction for, and free from, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions or conditions of any nature imposed by any government or any political subdivision or taxing authority thereof (but excluding any taxes imposed on or measured by the net income or gross receipts of the Bank). Payments received by the Bank after 1:30 p.m. (Chicago time) shall be deemed received as of the opening of business on the next Business Day. Unless the Parent Company otherwise directs, principal payments on a the Revolving Credit Note shall be applied first to the Prime Domestic Rate Portion of such the Revolving Credit Note until payment in full thereof, with any balance applied, subject to the last sentence of this Section 3.1(a), applied to the LIBOR Portions of such the Revolving Credit Note in the order in which their Interest Periods expire. All payments Notwithstanding the foregoing, if and so long as no Default or Event of Default has occurred and is continuing, if and to the extent Section 3.8(b) hereof would result in payment on any Note (whether voluntary or required) shall LIBOR Portion prior to the end of its Interest Period, the Company may direct that such payment be accompanied held in a cash collateral account maintained by any amount due the Company with the Bank under Section 10.5 hereofpursuant to agreements in form, but no acceptance of such a payment without requiring payment of amounts due under Section 10.5 shall preclude a later demand by scope and substance reasonably satisfactory to the Bank for (the "Cash Collateral Account") and not applied to any amount due it under Section 10.5 in respect LIBOR Portion until the earlier of (i) the last day of the Interest Period then applicable to such paymentLIBOR Portion or (ii) the occurrence of any Default or Event of Default. Any amount paid or prepaid The Company hereby grants to the Bank a lien on the Revolving Credit Note may, subject to all of the terms and conditions hereof, be borrowed, repaid and borrowed again. No amount paid or prepaid on any Term Note may be reborrowed. Unless expressly set forth otherwise herein, all prepayments on the Term Notes shall be applied to the several installments thereof in the direct order of maturity.Cash (b) All payments made by the Borrowers Company and all proceeds of Collateral shall, upon receipt by the Bank, be applied by the Bank to the Obligations then due and payable, with any balance of such proceeds not applied to the Obligations to be held by the Bank as collateral security for the Obligations. Prior to the occurrence of an a Default or Event of Default, except as otherwise specifically provided for herein or directed by the Parentherein, all payments made by the Parent Company and all proceeds of Collateral shall be applied by the Bank against the outstanding Obligations as follows: 7 13 (i) first, to any outstanding fees, charges and expenses then due the Bank Bank; (ii) second, to outstanding interest charges then due in respect of the Obligations; (iii) third, to the outstanding principal balance of the Revolving Credit Loans and reimbursement obligations in respect of drafts drawn under Letters of Credit; and (iv) finally, to be applied to, or held as collateral security for, any remaining unpaid or unsatisfied Obligations. Except as otherwise specifically provided for herein, the Company hereby irrevocably waives the right to direct the application of payments and collections at any time received by the Bank has first notified from or on behalf of the Borrower of such feeCompany, charge or expense and the Borrower has failed Company hereby irrevocably agrees that the Bank shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time by the Bank against the Obligations in such manner as the Bank may deem advisable. (c) The Company hereby irrevocably authorizes the Bank to charge any of the Company's deposit accounts maintained with the Bank for the amounts from time to time necessary to pay any then due Obligations; provided that the same as Company acknowledges and when required hereunder);agrees that the Bank shall be under no obligation to do so and the Bank shall incur no liability to the Company or any other Person for the Bank's failure to do so.

Place and Application of Payments and Collections. (a) All payments of principal, interest, fees and all other obligations Obligations payable hereunder and under the other Loan Documents shall be made to the Bank at its office at 135 Xxxxx XxXxxxx 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (xx or at such other place as the Bank may specify in writingspecify). All such payments shall be made (by wire transfer or otherwise) in lawful money of the United States of America, in immediately available funds at the place of payment, without set-off or counterclaim and without reduction for, and free from, any and all present or future taxes, levies, imposts, duties, fees, charges, deductions, withholdings, restrictions or conditions of any nature imposed by any government or any political subdivision or taxing authority thereof (but excluding any taxes imposed on or measured by the net income or gross receipts of the Bank). Payments received by the Bank after 1:30 p.m. (Chicago time) shall be deemed received as of the opening of business on the next Business Day. Unless the Parent Company otherwise directs, principal payments on a the Revolving Credit Note shall be applied first to the Prime Domestic Rate Portion of such the Revolving Credit Note until payment in full thereof, with any balance applied, subject to the last sentence of this Section 3.1(a), applied to the LIBOR Portions of such the Revolving Credit Note in the order in which their Interest Periods expire. All payments on any Note (whether voluntary or required) shall be accompanied by any amount due the Bank under Section 10.5 hereof, but no acceptance of such a payment without requiring payment of amounts due under Section 10.5 shall preclude a later demand by the Bank for any amount due it under Section 10.5 in respect of such payment. Any amount paid or prepaid on the Revolving Credit Note may, subject to all of the terms and conditions hereof, be borrowed, repaid and borrowed again. No amount paid or prepaid on any Term Note may be reborrowed. Unless expressly set forth otherwise herein, all prepayments on the Term Notes shall be applied to the several installments thereof in the direct order of maturity. (b) All payments made by the Borrowers Company and all proceeds of Collateral shall, upon receipt by the Bank, be applied by the Bank to the Obligations then due and payable, with any balance of such proceeds not applied to the Obligations to be held by the Bank as collateral security for the Obligations. Prior to the occurrence of an a Default or Event of Default, except as otherwise specifically provided for herein or directed by the Parentherein, all payments made by the Parent Company and all proceeds of Collateral shall be applied by the Bank against the outstanding Obligations as follows: 7 13 (i) first, to any outstanding fees, charges and expenses then due the Bank Bank; (ii) second, to outstanding interest charges then due in respect of the Obligations; (iii) third, to the outstanding principal balance of the Loans and reimbursement obligations in respect of drafts drawn under Letters of Credit; (iv) fourth, to be applied to, or held as collateral security for, any remaining unpaid or unsatisfied Obligations under the Applications until the same are fully secured by the cash so applied; and (v) finally, to the Company, by deposit to the general account referenced in Section 1.4(c) hereof. Except as otherwise specifically provided for herein, the Company hereby irrevocably waives the right to direct the application of payments and collections at any time received by the Bank has first notified from or on behalf of the Borrower of such feeCompany, charge or expense and the Borrower has failed Company hereby irrevocably agrees that the Bank shall have the continuing exclusive right to apply and reapply any and all such payments and collections received at any time by the Bank against the Obligations in such manner as the Bank may deem advisable. (c) The Company hereby irrevocably authorizes the Bank to charge any of the Company's deposit accounts maintained with the Bank for the amounts from time to time necessary to pay any then due Obligations; provided that the same as Company acknowledges and when required agrees that the Bank shall be under no obligation to do so and the Bank shall incur no liability to the Company or any other Person for the Bank's failure to do so. Except upon the occurrence and during the continuation of any Event of Default hereunder);, the Bank shall not make any such charge without prior notice to the Company unless the Company consents thereto.