Common use of Place and Application of Payments Clause in Contracts

Place and Application of Payments. All payments of principal, interest, fees and all other Obligations payable hereunder and under the other Loan Documents shall be made to the Lender at its office at 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (or at such other place as the Lender may specify) on the date any such payment is due and payable. Payments received by the Lender 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 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 and 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 Lender). No amount paid or prepaid on the Term Note may be reborrowed, and partial prepayments of the Term Note shall be applied in the order of their scheduled maturities. Prior to the occurrence of a Default or an Event of Default, the Company may direct the application of all payments and prepayments of the Term Note to the relevant Portions then outstanding. After the occurrence of a Default or an Event of Default, unless the Company and the Lender agree otherwise, all payments and prepayments of the Term Note shall be applied ratably to the outstanding Portions thereof based on the principal amount of each such Portion at the time of payment. Unless the Company otherwise directs, principal payments of the Revolving Credit Notes shall be first applied to the applicable Domestic Rate Portion until payment in full thereof, with any balance applied to the relevant LIBOR Portions in the order in which their Interest Periods expire.

Place and Application of Payments. All payments of principal, interest, fees and all other Obligations amounts payable hereunder and under the other Loan Documents shall be made to the Lender Agent at its office at 000 111 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (or xx at such other place as the Lender Agent may specify) on the date any such payment is due and payable. Payments received by the Lender 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 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 and 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 Lender). No amount paid or prepaid Payments received by the Agent after 11:00 a.m. (Chicago time) shall be deemed received as of the opening of business on the Term Note may be reborrowed, and partial prepayments of the Term Note shall be applied in the order of their scheduled maturitiesnext Business Day. Prior to the occurrence of a Default or an Event of Default, the Company may direct the application of all payments and prepayments of the Term Note to the relevant Portions then outstanding. After the occurrence of a Default or an Event of Default, unless the Company and the Lender agree otherwiseExcept as herein provided, all payments and prepayments shall be received by the Agent for the ratable account of the Term Note Lenders and shall be applied promptly distributed by the Agent ratably to the outstanding Portions thereof based on the principal amount of each such Portion at the time of paymentLenders. Unless Mortxx (xxich is acting on behalf of the Company Borrowers pursuant to Section 1.6 hereof) otherwise directsdirects or this Agreement otherwise requires, principal payments on any particular class of the Revolving Credit Notes shall be first applied to the applicable Domestic Rate Portion of such Notes until payment in full thereof, with any balance applied to the relevant LIBOR Portions of such Notes in the order in which their Interest Periods expire.. Any amount paid or prepaid on the Revolving Credit Notes may, subject to all of the terms and conditions hereof, be borrowed, repaid and borrowed again. No amount paid or prepaid on the Term Notes may be reborrowed. Anything contained herein to the contrary notwithstanding, all payments and collections received in respect of the Loans and other Obligations by the Agent or any of the Lenders after the occurrence of an Event of Default shall be remitted to the Agent and distributed as follows: (a) first, to the payment of any outstanding costs and expenses incurred by the Agent in protecting, preserving or enforcing rights under this Agreement and the other Loan Documents and in any event including all costs and expenses of a character which the Borrowers have agreed to pay under Section 11.4 hereof (such funds to be retained by the 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 the Agent); (b) second, to the payment of any outstanding interest or other fees or indemnification amounts due under the Loan Documents other than for principal of the Loans and L/C Obligations, ratably as among the Agent and the Lenders in accord with the amount of such interest and other fees or Obligations owing each;

Place and Application of Payments. All payments of principal, interest, fees and all other Obligations payable hereunder and under the other Loan Documents shall be made to the Lender Agent at its office at 000 111 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (or xr at such other place as the Lender Agent may specify) on the date any such payment is due and payable. Payments received by the Lender Agent after 2:00 p.m. 11:00 a.m. (Chicago time) shall be deemed received as of the opening of business on the next Business Day. All such payments shall be made 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 and 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 any Lender). No amount paid or prepaid on the Term Note may be reborrowed, and partial prepayments of the Term Note shall be applied in the order of their scheduled maturities. Prior to the occurrence of a Default or an Event of Default, the Company may direct the application of all payments and prepayments of the Term Note to the relevant Portions then outstanding. After the occurrence of a Default or an Event of Default, unless the Company and the Lender agree otherwiseExcept as herein provided, all payments and prepayments shall be received by the Agent for the ratable account of the Term Note Lenders and shall be applied promptly distributed by the Agent ratably to the outstanding Portions thereof based Lenders. Principal payments (including prepayments) on the principal amount of each such Portion at the time of payment. Unless the Company otherwise directs, principal payments of the Revolving Credit Notes shall first be first applied to the applicable Domestic Rate Portion of such Notes until payment in full thereof, with any balance applied to the relevant LIBOR Portions of such Notes in the order in which their Interest Periods expire. Anything contained herein to the contrary notwithstanding, all payments and collections received in respect of the Obligations, in each instance, by the Agent or any of the Lenders after the occurrence of an Event of Default shall be remitted to the Agent and distributed as follows: (a) first, to the payment of any outstanding costs and expenses incurred by the Agent in protecting, preserving or enforcing rights under this Agreement or any of the other Loan Documents, and in any event including all costs and expenses of a character which the Company has agreed to pay under Section 11.4 hereof (such funds to be retained by the 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 the Agent); (b) second, to the payment of any outstanding interest or other fees or amounts due under this Agreement or any of the other Loan Documents other than for principal, pro rata as among the Agent and the Lenders in accord with the amount of such interest and other fees or amounts owing each; (c) third, to the payment of the principal of the Notes, pro rata as among the Lenders in accord with the then respective unpaid principal balances of the Notes; (d) fourth, to the Agent and the Lenders pro rata in accord with the amounts of any other indebtedness, obligations or liabilities of the Company owing to them and secured by the Collateral Documents unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied; and (e) fifth, to the Company or to whoever the Agent reasonably determines to be lawfully entitled thereto.

Place and Application of Payments. All payments of principal, interest, fees principal and interest on the Loans and all payments of all other Obligations amounts payable hereunder and under the other Loan Documents this Agreement shall be made by wire transfer or other immediately available funds at the place of payment to the Lender at its office at 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (or by no later than 1:00 p.m. to the deposit account of the Lender at such other place location as the Lender may specify) on designate to the date any Borrower. Any payments received after such payment is due and payable. Payments time shall be deemed to have been received by the Lender 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 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 and 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 Lender)counterclaim. No amount paid or prepaid on the Term Note may be reborrowed, and partial prepayments of the Term Note shall be applied in the order of their scheduled maturities. Prior Anything contained herein to the occurrence of a Default or an Event of Default, the Company may direct the application of all payments and prepayments of the Term Note to the relevant Portions then outstanding. After the occurrence of a Default or an Event of Default, unless the Company and the Lender agree otherwisecontrary notwithstanding, all payments and prepayments collections received in respect of the Term indebtedness evidenced by the Note and all proceeds of Collateral received, in each instance, by the Lender after the occurrence of an Event of Default shall be applied ratably as follows: (a) first to the payment of any outstanding Portions thereof based costs and expenses incurred by the Lender in monitoring, verifying, protecting, preserving or enforcing any Liens on the principal amount Collateral or in protecting, preserving or enforcing rights hereunder or under any other Loan Document, and in any event including all costs and expenses of each such Portion at a character which the time of payment. Unless the Company otherwise directs, principal payments of the Revolving Credit Notes shall be first applied Borrower has agreed to pay under Sections 8.3 and 9.10 hereof; (b) second to the applicable Domestic Rate Portion until payment in full thereofof any outstanding interest or other fees or amounts due hereunder, with under the Note or any balance applied other Loan Document other than for principal; (c) third to the relevant LIBOR Portions in payment of principal owing on the order in which their Interest Periods expireNote; and (d) fourth to the Borrower or whomever the Lender determines may be lawfully entitled thereto.

Place and Application of Payments. All payments of principal, interest, fees and all other Obligations amounts payable hereunder and under the other Loan Documents shall be made to the Lender Agent at its office at 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (or at such other place as the Lender Agent may specify) on the date any such payment is due and payable. Payments received by the Lender 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 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 and 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 Lender). No amount paid or prepaid Payments received by the Agent after 11:00 a.m. (Chicago time) shall be deemed received as of the opening of business on the Term Note may be reborrowed, and partial prepayments of the Term Note shall be applied in the order of their scheduled maturitiesnext Business Day. Prior to the occurrence of a Default or an Event of Default, the Company may direct the application of all payments and prepayments of the Term Note to the relevant Portions then outstanding. After the occurrence of a Default or an Event of Default, unless the Company and the Lender agree otherwiseExcept as herein provided, all payments and prepayments shall be received by the Agent for the ratable account of the Term Note Lenders and shall be applied promptly distributed by the Agent ratably to the outstanding Portions thereof based on the principal amount of each such Portion at the time of paymentLenders. Unless the Company Borrower otherwise directsdirects or this Agreement otherwise requires, principal payments on any particular class of the Revolving Credit Notes shall be first applied to the applicable Domestic Rate Portion of such Notes until payment in full thereof, with any balance applied to the relevant LIBOR Portions of such Notes in the order in which their Interest Periods expire. Any amount paid or prepaid on the Revolving Credit Notes or Swing Line Note may, subject to all of the terms and conditions hereof, be borrowed, repaid and borrowed again. No amount paid or prepaid on the Term Notes may be reborrowed. Anything contained herein to the contrary notwithstanding, all payments and collections received in respect of the Loans and other Obligations or the Hedging Liability by the Agent or any of the Lenders after the occurrence of an Event of Default shall be remitted to the Agent and distributed as follows: (a) first, to the payment of any outstanding costs and expenses incurred by the Agent in protecting, preserving or enforcing rights under this Agreement and the other Loan Documents and in any event including all costs and expenses of a character which the Borrower has agreed to pay under Section 12.4 hereof (such funds to be retained by the 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 the Agent); (b) second, to the payment of any outstanding interest or other fees or indemnification amounts due under the Loan Documents other than for principal of the Loans and L/C Obligations, ratably as among the Agent and the Lenders in accord with the amount of such interest and other fees or Obligations owing each; (c) third, to the payment of the principal of the Swing Loans; (d) fourth, to the payment of the principal of the other Loans and any liabilities in respect of Reimbursement Obligations and to the Agent to be held as collateral security for any undrawn Letters of Credit (until the Agent is holding an amount of cash equal to the then outstanding amount of all such Letters of Credit), and Hedging Liability, the aggregate amount paid to or held as collateral security for the Lenders and, in the case of Hedging Liability, their Affiliates, to be allocated pro rata as among the Lenders in accord with the then respective aggregate unpaid principal balances of such Loans, the amount of L/C Obligations, and the amount of Hedging Liability; (e) fifth, to the Agent and the Lenders ratably in accord with the amounts of other Obligations owing to each of them unless and until all such Obligations have been fully paid and satisfied; and (f) sixth, to the Borrower or to whoever the Agent reasonably determines to be lawfully entitled thereto.

Place and Application of Payments. All payments of principal, interest, fees and all other Obligations payable hereunder and under the other Loan Documents shall be made to the Lender Agent at its office at 000 111 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (or xr at such other place as the Lender Agent may specify) on the date any such payment is due and payable. Payments received by the Lender Agent after 2:00 p.m. 11:00 a.m. (Chicago time) shall be deemed received as of the opening of business on the next Business Day. All such payments shall be made 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 and 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 any Lender). No amount paid or prepaid on the Term Note may be reborrowed, and partial prepayments of the Term Note shall be applied in the order of their scheduled maturities. Prior to the occurrence of a Default or an Event of Default, the Company may direct the application of all payments and prepayments of the Term Note to the relevant Portions then outstanding. After the occurrence of a Default or an Event of Default, unless the Company and the Lender agree otherwiseExcept as herein provided, all payments and prepayments shall be received by the Agent for the ratable account of the Term Note Lenders and shall be applied promptly distributed by the Agent ratably to the outstanding Portions thereof based Lenders. Principal payments (including prepayments) on the principal amount of each such Portion at the time of payment. Unless the Company otherwise directs, principal payments of the Revolving Credit Notes shall first be first applied to the applicable Domestic Rate Portion of such Notes until payment in full thereof, with any balance applied to the relevant LIBOR Portions of such Notes in the order in which their Interest Periods expire. Anything contained herein to the contrary notwithstanding, all payments and collections received in respect of the Obligations, in each instance, by the Agent or any of the Lenders after the occurrence of an Event of Default shall be remitted to the Agent and distributed as follows: first, to the payment of any outstanding costs and expenses incurred by the Agent in protecting, preserving or enforcing rights under this Agreement or any of the other Loan Documents, and in any event including all costs and expenses of a character which the Company has agreed to pay under Section 11.4 hereof (such funds to be retained by the 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 the Agent); second, to the payment of any outstanding interest or other fees or amounts due under this Agreement or any of the other Loan Documents other than for principal, pro rata as among the Agent and the Lenders in accord with the amount of such interest and other fees or amounts owing each; third, to the payment of the principal of the Notes and any liabilities in respect of unpaid drawings under the Letters of Credit, pro rata as among the Lenders in accord with the then respective unpaid principal balances of the Notes and the then unpaid liabilities in respect of unpaid drawings under the Letters of Credit; fourth, to the Agent, to be held as collateral security for any undrawn Letters of Credit, until the Agent is holding an amount of cash equal to the then outstanding amount of all Letters of Credit; fifth, to the Agent and the Lenders pro rata in accord with the amounts of any other indebtedness, obligations or liabilities of the Company owing to them and secured by the Collateral Documents unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied; and sixth, to the Company or to whoever the Agent reasonably determines to be lawfully entitled thereto.

Place and Application of Payments. All payments of principal, interest, fees and all other Obligations payable hereunder and under the other Loan Documents shall be made to the Lender Agent at its office at 000 111 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (or xx at such other place as the Lender Agent may specify) on the date any such payment is due and payable. Payments received by the Lender Agent after 2:00 p.m. 11:00 a.m. (Chicago time) shall be deemed received as of the opening of business on the next Business Day. All such payments shall be made 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 and 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 any Lender). No amount paid or prepaid on the Facility B Term Note Notes may be reborrowed, and partial prepayments of the Facility B Term Note Notes shall be applied in the inverse order of their scheduled maturities. Prior to the occurrence of a Default or an Event of Default, the Company may direct the application of all payments and prepayments of the Term Note to the relevant Portions then outstanding. After the occurrence of a Default or an Event of Default, unless the Company and the Lender agree otherwiseExcept as herein provided, all payments and prepayments shall be received by the Agent for the ratable account of the Term Note Lenders and shall be applied promptly distributed by the Agent ratably to the outstanding Portions thereof based on the principal amount of each such Portion at the time of paymentLenders. Unless the Company otherwise directs, principal payments on any particular class of the Revolving Credit Notes shall be first applied to the applicable Domestic Rate Portion (if any) of such Notes until payment in full thereof, with any balance applied to the relevant LIBOR Portions (if any) of such Notes in the order in which their Interest Periods expire. Anything contained herein to the contrary notwithstanding, all payments and collections received in respect of the Obligations, in each instance, by the Agent or any of the Lenders after the occurrence of an Event of Default shall be remitted to the Agent and distributed as follows: (a) first, to the payment of any outstanding costs and expenses incurred by the Agent in protecting, preserving or enforcing rights under this Agreement or any of the other Loan Documents, and in any event including all costs and expenses of a character which the Company has agreed to pay under Section 11.4 hereof (such funds to be retained by the 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 the Agent); (b) second, to the payment of any outstanding interest or other fees or amounts due under this Agreement or any of the other Loan Documents other than for principal, pro rata as among the Agent and the Lenders in accord with the amount of such interest and other fees or amounts owing each; (c) third, to the payment of the principal of the Notes, pro rata as among the Lenders in accord with the then respective unpaid principal balances of the Notes; (d) fourth, to the Agent and the Lenders pro rata in accord with the amounts of any other Obligations owing to them (if any) unless and until all such Obligations have been fully paid and satisfied; and (e) fifth, to the Company or to whoever else applicable law shall require.

Place and Application of Payments. All payments of principal, interest, fees and all other Obligations amounts payable hereunder and under the other Loan Documents shall be made to the Lender Agent at its office at 000 Xxxx Xxxxxx Xxxxxx111 West Monroe Street, XxxxxxxChicago, Xxxxxxxx Illinois (or at such other place as the Lender may specifyxxx Xxxxx xxx xxxxxxx) on the date any such xx xxx xxxx xxx xuch payment is due and payable. Payments received by the Lender 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 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 and 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 Lender). No amount paid or prepaid Payments received by the Agent after 11:00 a.m. (Chicago time) shall be deemed received as of the opening of business on the Term Note may be reborrowed, and partial prepayments of the Term Note shall be applied in the order of their scheduled maturitiesnext Business Day. Prior to the occurrence of a Default or an Event of Default, the Company may direct the application of all payments and prepayments of the Term Note to the relevant Portions then outstanding. After the occurrence of a Default or an Event of Default, unless the Company and the Lender agree otherwiseExcept as herein provided, all payments and prepayments shall be received by the Agent for the ratable account of the Term Note Lenders and shall be applied promptly distributed by the Agent ratably to the outstanding Portions thereof based on the principal amount of each such Portion at the time of paymentLenders. Unless the Company Borrower otherwise directsdirects or this Agreement otherwise requires, principal payments on any particular class of the Revolving Credit Notes shall be first applied to the applicable Domestic Rate Portion of such Notes until payment in full thereof, with any balance applied to the relevant LIBOR Portions of such Notes in the order in which their Interest Periods expire. Any amount paid or prepaid on the Revolving Credit Notes or Swing Line Note may, subject to all of the terms and conditions hereof, be borrowed, repaid and borrowed again. No amount paid or prepaid on the Term Notes may be reborrowed. Anything contained herein to the contrary notwithstanding, all payments and collections received in respect of the Loans and other Obligations, the Hedging Liability or the Funds Transfer and Deposit Account Liability by the Agent or any of the Lenders after acceleration or the final maturity of the Obligations or termination of the Commitments as a result of an Event of Default shall be remitted to the Agent and distributed as follows: (a) first, to the payment of any outstanding costs and expenses incurred by the Agent in protecting, preserving or enforcing rights under this Agreement and the other Loan Documents and in any event including all costs and expenses of a character which the Borrower has agreed to pay under Section 12.4 hereof (such funds to be retained by the 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 the Agent); (b) second, to the payment of any outstanding interest or other fees or indemnification amounts due under the Loan Documents other than for principal of the Loans and L/C Obligations, ratably as among the Agent and the Lenders in accord with the amount of such interest and other fees or Obligations owing each; (c) third, to the payment of the principal of the Swing Loans; (d) fourth, to the payment of the principal of the other Loans and any liabilities in respect of Reimbursement Obligations and to the Agent to be held as collateral security for any undrawn Letters of Credit (until the Agent is holding an amount of cash equal to the then outstanding amount of all such Letters of Credit), and Hedging Liability, the aggregate amount paid to or held as collateral security for the Lenders and, in the case of Hedging Liability, their Affiliates, to be allocated pro rata as among the Lenders in accord with the then respective aggregate unpaid principal balances of such Loans, the amount of L/C Obligations, and the amount of Hedging Liability; (e) fifth, to the payment of all other unpaid Obligations and all other indebtedness, obligations, and liabilities of the Borrower and its Subsidiaries secured by the Loan Documents (including, without limitation, Funds Transfer and Deposit Account Liability) to be allocated pro rata in accordance with the aggregate unpaid amounts owing to each holder thereof; and (f) sixth, to the Borrower or to whoever the Agent reasonably determines to be lawfully entitled thereto.

Place and Application of Payments. All payments of principal, interest, fees and all other Obligations payable hereunder and under the other Loan Documents shall be made to the Lender Agent at its office at 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (or at such other place as the Lender Agent may specify) on the date any such payment is due and payable. Payments received by the Lender Agent after 2:00 p.m. 11:00 a.m. (Chicago time) shall be deemed received as of the opening of business on the next Business Day. All such payments shall be made 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 and 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 any Lender). No amount paid or prepaid on the Term Note B Notes may be reborrowed, and partial prepayments of any class of the Term Note B Notes shall be applied in the inverse order of their scheduled maturities. Prior to the occurrence of a Default or an Event of Default, the Company may direct the application of all payments and prepayments of the Term Note to the relevant Portions then outstanding. After the occurrence of a Default or an Event of Default, unless the Company and the Lender agree otherwiseExcept as herein provided, all payments and prepayments shall be received by the Agent for the ratable account of the Term Note Lenders and shall be applied promptly distributed by the Agent ratably to the outstanding Portions thereof based on the principal amount of each such Portion at the time of paymentLenders. Unless the Company otherwise directs, principal payments on any particular class of the Revolving Credit Notes shall be first applied to the applicable Domestic Rate Portion (if any) of such Notes until payment in full thereof, with any balance applied to the relevant LIBOR Portions (if any) of such Notes in the order in which their Interest Periods expire. Anything contained herein to the contrary notwithstanding, all payments and collections received in respect of the Obligations, in each instance, by the Agent or any of the Lenders after the occurrence of an Event of Default shall be remitted to the Agent and distributed as follows: (a) first, to the payment of any outstanding costs and expenses incurred by the Agent in protecting, preserving or enforcing rights under this Agreement or any of the other Loan Documents, and in any event including all costs and expenses of a character which the Company has agreed to pay under Section 11.4 hereof (such funds to be retained by the 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 the Agent); (b) second, to the payment of any outstanding interest or other fees or amounts due under this Agreement or any of the other Loan Documents other than for principal, pro rata as among the Agent and the Lenders in accord with the amount of such interest and other fees or amounts owing each; (c) third, to the payment of the principal of the Notes, pro rata as among the Lenders in accord with the then respective unpaid principal balances of the Notes; (d) fourth, to the Agent and the Lenders pro rata in accord with the amounts of any other Obligations owing to them (if any) unless and until all such Obligations have been fully paid and satisfied; and (e) fifth, to the Company or to whoever else applicable law shall require.

Place and Application of Payments. All Unless otherwise specified herein, all payments of principal, interest, fees and all other Obligations amounts payable hereunder and under the other Loan Documents shall be made to the Lender Agent at its office at 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (or at such other place as the Lender Agent may specify) on the date any such payment is due and payable. Payments received by All amounts payable pursuant to Sections 1.4(e), 2.7, 2.8 or 2.9 hereof shall be paid directly to the Lender after 2:00 p.m. (Chicago time) shall be deemed received as of the opening of business on the next Business Daymaking demand under such Section. All such payments shall be made 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 and 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 Lender). No amount paid or prepaid Payments received by the Agent after 12:00 noon (Chicago time) shall be deemed received as of the opening of business on the Term Note may be reborrowed, and partial prepayments of the Term Note shall be applied in the order of their scheduled maturitiesnext Business Day. Prior to the occurrence of a Default or an Event of Default, the Company may direct the application of all payments and prepayments of the Term Note to the relevant Portions then outstanding. After the occurrence of a Default or an Event of Default, unless the Company and the Lender agree otherwiseExcept as herein provided, all payments and prepayments shall be received by the Agent for the ratable account of the Term Note Lenders and shall be applied promptly distributed by the Agent ratably to the outstanding Portions thereof based on the principal amount of each such Portion at the time of paymentLenders. Unless the Company otherwise directs, principal payments of the Revolving Credit Notes shall be first applied to the applicable Domestic Rate Portion until payment in full thereof, with any balance applied to the relevant LIBOR Portions in the order in which their Interest Periods expire. Anything contained herein to the contrary notwithstanding, all payments and collections received in respect of the Obligations and all proceeds of the Collateral received, in each instance, by the Agent or any of the Lenders after the occurrence of an Event of Default shall be remitted to the Agent and distributed as follows: (a) first, to the payment of any outstanding costs and expenses incurred by the Agent in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral or in protecting, preserving or enforcing rights under this Agreement and the other Loan Documents and in any event including all costs and expenses of a character which the Company has agreed to pay under Section 11.4 hereof (such funds to be retained by the 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 the Agent); (b) second, to the payment of any outstanding interest or other fees or amounts due under the Notes, the Applications or any of the other Loan Documents, in each case, other than for principal, ratably as among the Agent and the Lenders in accord with the amount of such interest and other fees or amounts owing each; (c) third, to the payment of the principal of the Notes and any liabilities in respect of unpaid drawings under the Letters of Credit, pro rata as among the Lenders in accord with the then respective unpaid principal balances of the Notes and the then unpaid liabilities in respect of unpaid drawings under the Letters of Credit; (d) fourth, to the Agent, to be held as collateral security for any undrawn Letters of Credit, until the Agent is holding an amount of cash equal to the then outstanding amount of all Letters of Credit; (e) fifth, to the payment of the Hedging Liability; (f) sixth, to the Agent and the Lenders ratably in accord with the amounts of any other indebtedness, obligations or liabilities of the Company owing to each of them and secured by the Collateral Documents unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied; and (g) seventh, to the Company or to whoever the Agent reasonably determines to be lawfully entitled thereto. In the event that the amount of the Hedging Liability is not fixed and determined at the time any such payments or collections are received which are to be allocated thereto, such amounts so allocated shall be held by the Agent as collateral security until the Hedging Liability is fixed and determined and the same shall then be applied to the Hedging Liability, with any overplus applied to any other remaining obligations of the Company under or in connection with this Agreement and with such other applications to be reallocated among the Lenders and their Affiliates to cover any deficiency which would not have existed had the exact amount of the Hedging Liability been known at the time such amounts were originally distributed.

Place and Application of Payments. All payments of principal, interest, fees and all other Obligations payable hereunder and under the other Loan Documents shall be made to the Lender Agent at its office at 000 111 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx (or xx at such other place as the Lender Agent may specify) on the date any such payment is due and payable. Payments received by the Lender Agent after 2:00 p.m. 11:00 a.m. (Chicago time) shall be deemed received as of the opening of business on the next Business Day. All such payments shall be made 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 and 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 any Lender). Except as herein provided, all payments shall be received by the Agent for the ratable account of the Lenders and shall be promptly distributed by the Agent ratably to the Lenders in accordance with their respective Percentages. No amount paid or prepaid on the Term Note Notes may be reborrowed, and partial prepayments of the Term Note Notes shall be applied in the inverse order of their scheduled maturities. Prior to the occurrence of a Default or an Event of Default, the Company may direct the application of all payments and prepayments of the Term Note to the relevant Portions then outstanding. After the occurrence of a Default or an Event of Default, unless the Company and the Lender agree otherwise, all payments and prepayments of the Term Note shall be applied ratably to the outstanding Portions thereof based on the principal amount of each such Portion at the time of payment. Unless the Company otherwise directs, principal payments on Notes of the Revolving Credit Notes a given type shall be first applied to the applicable Domestic Rate Portion of such Notes until payment in full thereof, with any balance applied to the relevant LIBOR Portions of the relevant Notes in the order in which their Interest Periods expire. All payments (whether voluntary or required) shall be accompanied by any amount due the Lenders under Section 2.9 hereof, but no acceptance of such a payment without requiring payment of amounts due under Section 2.9 shall preclude a later demand by the Lenders for any amount due them under Section 2.9 in respect of such payment. Anything contained herein to the contrary notwithstanding, all payments and collections received in respect of the Obligations and all proceeds of the Collateral received, in each instance, by the Agent or any of the Lenders after the occurrence of an Event of Default shall be remitted to the Agent and distributed as follows: (a) first, to the payment of any outstanding reasonable costs and expenses incurred by the Agent in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, and in protecting, preserving or enforcing rights under this Agreement or any of the other Loan Documents, and in any event including all costs and expenses of a character which the Company has agreed to pay under Section 11.5 hereof (such funds to be retained by the 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 the Agent); (b) second, to the payment of any outstanding interest or other fees or amounts due under this Agreement or any of the other Loan Documents other than for principal, pro rata as among the Agent and the Lenders in accord with the amount of such interest and other fees or amounts owing each; (c) third, to the payment of the principal of the Notes, pro rata as among the Lenders in accord with the then respective unpaid principal balances of the Notes; (d) fourth, to the Agent and the Lenders pro rata in accord with the amounts of any other indebtedness, obligations or liabilities of the Company owing to them and secured by the Collateral Documents unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied; and (e) fifth, to the Company or to whomever the Agent reasonably determines to be lawfully entitled thereto.

Place and Application of Payments. All payments of principal, interest, fees fees, and all other Obligations amounts payable hereunder and under made by the other Loan Documents Borrower shall be made to the Lender at its office at 000 Xxxx Xxxxxx Xxxxx Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 (or at such other place as the Lender may specify) no later than 3:00 p.m. (Chicago time) on the date any such payment is due and payableor as the Lender may otherwise direct. Payments received by the Lender after 2:00 3:00 p.m. (Chicago time) (or after such later time as the Lender may otherwise direct) shall be deemed received as of the opening of business on the next Business Day. All such payments shall be made in lawful money of the United States of America, in immediately available funds at the place of payment, and, except as provided in Section 9.13, 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 restrictions, and 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 Lender). No amount paid or prepaid on the Term Note may be reborrowed, and partial prepayments of the Term Note All payments shall be applied in (a) first, towards payment of interest and fees then due hereunder and under the order other Loan Documents, and (b) second, towards payment of their scheduled maturitiesprincipal. Prior The Borrower hereby irrevocably authorizes the Lender to make Loans from time to time hereunder (and any such Loan may be made by the Lender hereunder without regard to the occurrence provisions of Section 6 hereof), for payment of any obligations under this Agreement then due and payable (whether such payment is for interest then due on a Default Loan or an Event of Defaultotherwise); provided that the Lender shall not be under any obligation to make any such Loan under this Section, the Company may direct the application of all payments and prepayments of the Term Note to the relevant Portions then outstanding. After the occurrence of a Default or an Event of Default, unless the Company and the Lender agree otherwise, all payments and prepayments of the Term Note shall be applied ratably incur no liability to the outstanding Portions thereof based on the principal amount of each such Portion at the time of payment. Unless the Company otherwise directs, principal payments of the Revolving Credit Notes shall be first applied Borrower or any other Person for its failure to the applicable Domestic Rate Portion until payment in full thereof, with any balance applied to the relevant LIBOR Portions in the order in which their Interest Periods expiredo so.

Place and Application of Payments. All payments of principal, interest, fees and all other Obligations payable to the Agent or the Lenders hereunder and under the other Loan Documents shall be made to the Lender Agent at its office at Bank of America, N.A., ABA No. 1110000012, Bank of America Account, Account No. 000 Xxxx Xxxxxx Xxxxxx000 0000, Xxxxxxx, Xxxxxxxx Reference Lazy Days R.V. (or at such other place as the Lender Agent may specify) on the date any such payment is due and payable. Payments received by the Lender Agent after 2:00 p.m. 11:00 a.m. (Chicago New York, New York time) shall be deemed received as of the opening of business on the next Business Day. All such payments shall be made in lawful money of the United States of America, in immediately available funds at the place of payment, without set-off or counterclaim counterclaim. Except as herein provided, all payments shall be received by the Agent for the ratable account of the Lenders and without reduction forshall be promptly distributed by the Agent ratably to the Lenders. So long as no Event of Default then exists, (i) all payments received by the Agent in respect of the Obligations that are designated by the Company at the time of payment as principal payments for specified Floor Plan Units shall be applied to the principal amounts outstanding in respect of those Floor Plan Units, (ii) all payments received by the Agent in respect of the Obligations that are designated by the Company at the time of payment as interest payments shall be applied to the applicable interest invoice specified by the Company when it remits those payments to the Agent, and free from, any and (iii) all present or future taxes, levies, imposts, duties, payments of fees, chargescosts, deductions, withholdings, restrictions and conditions of any nature imposed by any government or any political subdivision or taxing authority thereof (but excluding any taxes imposed on or measured other amounts received by the net income Agent in respect of the Lender). No amount paid or prepaid on the Term Note may be reborrowed, and partial prepayments of the Term Note Obligations shall be applied in the order of their scheduled maturities. Prior manner specified by the Company when it remits those payments to the occurrence of a Default or an Event of Default, Agent. If the Company may direct fails to indicate the application of all payments and prepayments of the Term Note to the relevant Portions then outstanding. After the occurrence of manner in which a Default or an Event of Default, unless the Company and the Lender agree otherwise, all payments and prepayments of the Term Note shall particular payment should be applied ratably to the outstanding Portions thereof based on the principal amount of each such Portion at the time of payment, the Agent may apply those amounts as it determines in its reasonable discretion. Unless Anything contained herein to the contrary notwithstanding, all payments and collections received in respect of the Obligations and all proceeds of Collateral received, in each instance, by the Agent or any of the Lenders from the Collateral Agent after the occurrence of an Event of Default shall be remitted to the Agent and distributed as follows: (a) first, to the payment of any outstanding costs and expenses incurred by the Agent in monitoring, verifying, protecting, preserving or enforcing the Liens on the Collateral, and in protecting, preserving or enforcing rights under this Agreement or any of the other Financing Documents, and in any event including all costs and expenses of a character which the Company otherwise directshas agreed to pay under Section 15.1 (such funds to be retained by the Agent for its own account unless it has previously been reimbursed for such costs and expenses by the Lenders, principal in which event such amounts shall be remitted to the Lenders to reimburse them for payments theretofore made to the Agent); (b) second, to the payment of any outstanding interest and fees due under this Agreement other than for principal, pro rata as among the Agent and the Lenders in accordance with the amount of such interest and fees owing each; (c) third, to the payment of the Revolving Credit outstanding principal of the Notes then due under Section 8.2 pro rata as among the Lenders in accordance with the then respective unpaid principal balances of such Notes; (d) fourth, to the payment of the principal amount of any Loans made by the Agent and the Lenders pursuant to Section 1.2(b) and for which Settlement has not been made pursuant to Section 8.6 pro rata as among the Agent and the Lenders in accordance with the amount of such principal owing to each; (e) fifth, to the payment of the outstanding principal of the Notes pro rata as among the Lenders in accordance with the respective unpaid principal balances of such Notes; and (f) sixth, to the Agent and the Lenders pro rata in accord with the amounts of any other indebtedness, obligations or liabilities of the Company owing to them hereunder and under the Notes unless and until all such indebtedness, obligations and liabilities have been fully paid and satisfied. If an Event of Default has occurred and is continuing, all payments received by the Lenders or the Agent shall be first applied remitted to the applicable Domestic Rate Portion Collateral Agent for application pursuant to the Collateral Agency Agreement. Notwithstanding the foregoing, (i) a Lender that has failed to make any required Settlement payment to any other Lender pursuant to Section 8.6 shall not be entitled to receive any distributions under this Section 8.5 until such Settlement payment obligation has been satisfied in full, and (ii) all payments received by the Agent pursuant to any Eligible Repurchase Agreement shall be applied first to repay in full thereofthe outstanding principal of the relevant Borrowing owed to Bank of America, with any balance applied N.A. and second pro rata to repay in full the outstanding principal amount of such Borrowing owed to the relevant LIBOR Portions other Lenders. The Company acknowledges and agrees that the Agent, for the benefit of the Lenders (and, on a pari passu basis, the lenders under the WF Credit Facilities, to the extent provided in the order in which their Interest Periods expireIntercreditor Agreement), has and is hereby granted a Lien on the Operating Account and the Participation Account as collateral for the Obligations.